Item 2. Properties.
The Company and its subsidiaries own or lease space for offices, studio and production facilities, antenna sites and certain equipment for each of its stations. The Company believes that its other facilities are suitable and adequate for carrying on its broadcasting and other operations and that no major capital improvements will be necessary over the next year. Renewal options are available for the majority of the leases. (See Note 15 of the Notes to Consolidated Financial Statements for information on minimum lease payments of the Company and its subsidiaries for the next five years.) Certain subsidiaries of the Company own the land which is used for transmitter sites and studio facilities.
Item 3.
Item 3. Legal Proceedings.
On November 29, 1993, Apollo Investment Fund, L.P. ("Apollo"), commenced an action by way of temporary restraining order and order to show cause in the Supreme Court of the State of New York, County of New York, entitled Apollo Investment Fund, L.P. v. Price Communications Corporation, Price Publishing Corporation, W.R. Huff Asset Management Co., L.P., and William R. Huff, Index No. 130011/93, seeking to enjoin the Company and PPC from selling their interest in Alexandra Publishing Corporation ("Alexandra"), to the Huff defendants, or in the alternative, if the sale had already been completed, rescission of the transaction. Apollo based its claim on an Amended and Restated Shareholders Agreement, dated as of May 8, 1992, (the "Shareholders Agreement"), among Apollo, the Company, PPC, Alexandra, and The New York Law Publishing Company, which purports to restrict the sale of shares of Alexandra held by the Company or PPC.
On December 20, 1993, the Company answered the complaint asserting that the challenged transaction involved only the sale of shares of PPC, Alexandra's parent, which was not restricted by the Shareholders Agreement. The Company also asserted a counterclaim against Apollo pursuant to paragraph 11 of the Shareholders Agreement, for the legal fees and expenses incurred in connection with the defense of the litigation.
On December 23, 1993, the defendants filed a joint opposition to plaintiff's motion for a preliminary injunction, and also filed a joint cross-motion for summary judgment dismissing the complaint. Shortly thereafter, settlement discussions began and are continuing. The hearing on the motion and cross-motion were adjourned pending the outcome of the settlement discussions.
The Company believes that this suit may have errors and has not been brought on sound legal advice of Plaintiffs' Counsel and that it is without merit and the Company intends to vigorously defend this action if it is not settled.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant
The following table sets forth the executive officers of the Company, their respective ages, the year in which each was first elected an executive officer and the office of the Company held by each. Each executive officer will hold office until removed or until their respective successors have been duly elected and qualified.
Executive Officer's Name Age Position Officer Since
Robert Price 61 President, 1979 Chief Executive Officer and Treasurer
Bill Bengtson 62 Senior Vice 1989 President/ Television
Kim I. Pressman 37 Senior Vice 1984 President
Lee K. Strasser 37 Vice President/Radio 1992
Alisa R. Diamond-Lichaw 31 Vice President- l990 Corporate Affairs and Secretary
Robert Price (Director, President, Chief Executive Officer and Treasurer of the Company), an attorney, is a former General Partner of Lazard Freres & Co. He has served as an Assistant United States Attorney, practiced law in New York and served as Deputy Mayor of New York City. In the early sixties, Mr. Price served as President and Director of Atlantic States Industries, a corporation owning weekly newspapers and four radio stations. After leaving public office, Mr. Price became Executive Vice President of The Dreyfus Corporation and an Investment Officer of The Dreyfus Fund. In 1972 he joined Lazard Freres & Co. Mr. Price has served as a Director of Holly Sugar Corporation, Atlantic States Industries, The Dreyfus Corporation, Graphic Scanning Corp. and Lane Bryant, Inc., and is currently a member of The Council on Foreign Relations. Mr. Price is also a Director and Chairman of TLM Corporation, and a Director and President of Atlas Cellular Corporation.
Bill Bengtson has held a variety of positions in the broadcasting industry for 34 years and assumed his current position in July 1989. Mr. Bengtson is also Vice President and General Manager of KSNF-TV, the Company's NBC affiliate in Joplin, Missouri/Pittsburg, Kansas, a position he has held since April 1987. From January 1985 to March 1987, he was Vice President and General Manager of KRCG-TV, a CBS affiliate in Jefferson City/Columbia, Missouri formerly owned by the Company. Prior to joining the Company in 1985, Mr. Bengtson was Vice President and General Manager of KOAM-TV in Pittsburg, Kansas for 12 years. Mr. Bengtson has served on the National Association of Broadcasters' Television Board of Directors, and as President of the Pittsburg, Kansas Chamber of Commerce, President of the Pittsburg, Kansas Industrial Development Corporation and Mayor of Pittsburg, Kansas.
Kim I. Pressman, a certified public accountant, is a graduate of Indiana University and holds an M.B.A. from New York University. Before assuming her present office as Senior Vice President in January 1990, Ms. Pressman was Vice President and Treasurer of the Company from November 1987 to December 1989. She was also Secretary of the Company from July 1989 to February 1990. She was Vice President-Broadcasting and Vice President, Controller, and Assistant Treasurer of the Company from 1984 to October 1987. Prior to joining the Company in 1984, Ms. Pressman was employed for three years by Peat, Marwick, Mitchell & Co., a national certified public accounting firm, and for more than three years thereafter was Supervisor, Accounting Policies for International Paper Company and then Manager, Accounting Operations for Corinthian Broadcasting Division of Dun & Bradstreet Company, a large group owner of broadcasting stations. Ms. Pressman is a Director, Vice President, Treasurer and Secretary of TLM Corporation, and a Director, Vice President and Treasurer of Atlas Cellular Corporation.
Lee K. Strasser is a cum laude graduate of the University of Miami's School of Communications. Mr. Strasser is also Vice President and General Manager of WIRK-FM/WBZT-AM, the Company's Country FM and news/talk AM radio stations in West Palm Beach, Florida, a position he has held since December 1991. Previously, he served as General Sales Manager of the stations from 1987 to December 1991. Prior to joining the Company in 1987, Mr. Strasser had been an account executive in the Palm Beach County marketplace since 1985. He began his career in the Miami radio market in 1981 at WNWS radio.
Alisa R. Diamond-Lichaw attended Washington University in St. Louis and is a graduate of New York University. Ms. Diamond- Lichaw has been Vice President - Corporate Affairs since January 1990 and became Secretary in December 1991. Previously, Ms. Diamond-Lichaw had been Assistant Vice President of the Company since June 1989. She was also an Assistant Secretary of the Company from September 1987 to January 1990. She served as Administrator-Corporate Services of the Company from November 1986 to June 1989 and prior to that was employed in a variety of positions at the Company since joining it in October 1984. Before joining the Company Ms. Diamond-Lichaw was employed at MTV in promotion and marketing, worked in marketing sales services at NBC and was an Account Executive at Izod Lacoste. Ms. Diamond-Lichaw is also an Assistant Secretary of TLM Corporation.
PART II
Item 5.
Item 5. Market for Company's Common Stock and Related Stockholder Matters
a) Market for Common Stock
The Company's Common Stock is listed for trading on the American Stock Exchange ("AMEX") under the ticker symbol "PR". The range of high and low last sale prices for the Company's Common Stock on the AMEX for each of the four quarters of l993 and l992, as reported by the AMEX (adjusted for stock dividends and stock splits, including the 1 for 20 reverse stock split which occurred on December 30, 1992, and rounded to the nearest eighth) was:
l993 l992 Quarter High Low High Low
First 2 7/8 2 7 1/2 1 7/8
Second 2 15/16 2 6 1/4 1 7/8
Third 3 3/16 2 3/8 3 3/4 1 1/4
Fourth 4 3/8 2 3/4 2 1/2* 1 1/4*
[*through 12/24/92]
The high and low last sale prices for the Company's Common Stock on the AMEX for January l994, as reported by the AMEX were 4 3/8 and 3 1/2, respectively. The Common Stock of the Company, as reorganized pursuant to the Plan of Reorganization, began trading on a when issued basis on the AMEX on December 28, 1992. The high and low last sale prices of the Reorganized Company's Common Stock for the remainder of the Fourth Quarter of 1992 were 2 3/4 and 1 7/8, respectively. The Company's Common Stock has been afforded unlisted trading privileges on the Pacific Stock Exchange under the ticker symbol "PR.P", on the Chicago Stock Exchange under the ticker symbol "PR.M" and on the Boston Stock Exchange under the ticker symbol "PR.B".
b) Holders
On January 31, l994, there were 749 holders of record of the Company's Common Stock. The Company estimates that brokerage firms hold Common Stock in street name for approximately 5,000 persons.
c) Dividends
The Company, to date, has paid no cash dividends on its Common Stock. The Board of Directors will determine future dividend policy based on the Company's earnings, financial condition, capital requirements and other circumstances. In addition, it is the present policy of the Board of Directors to retain cash and any earnings of the Company for the operation of the Company, and therefore it is not anticipated that dividends will be paid on its Common Stock in the foreseeable future.
Item 6.
Item 6. Selected Financial Data.
The following table sets forth certain selected consolidated financial data with respect to the Company for each of the five years in the period ended December 3l, l993, derived from audited consolidated financial statements of the Company and Notes thereto. A vertical black line has been placed to separate pre- reorganization consolidated operating statement and balance sheet items from the post-reorganization consolidated operating statement and balance sheet items since they are not prepared on a comparable basis (See Note 1 of Notes to Consolidated Financial Statements).
See accompanying notes to consolidated financial statements.
Price Communications Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
- -------------------------------------------- Reorganized | Company | Predecessor Company
- -------------------------------------------- 1993 | 1992 1991
- -------------------------------------------- Cash flows (used in) | provided by operating | activities | Net (loss) income $(1,704,591) | $289,214,986 $(56,624,384)
- -------------------------------------------- Adjustments to | reconcile net (loss) | income to net cash | (used in) provided by | operating activities: | Items not affecting | cash: | Amortization of debt | discount and deferred 766,075 | 1,003,578 2,038,509 debt expense | Depreciation and 2,343,015 | 4,873,136 5,132,446 amortization | Share of loss of | partially owned 1,118,293 | 2,933,763 9,004,587 companies | Loss on disposition 425 | 364,024 54,333 of equipment | Reserves for losses on - | - 2,915,712 notes receivable | Deficiency of film | broadcast rights - | (103,320) (339,475) amortization over | payments |
(continued)
Price Communications Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
- -------------------------------------------- Reorganized | Company | Predecessor Company
- -------------------------------------------- 1993 | 1992 1991
- -------------------------------------------- Unrealized noncash |
loss (recovery) on 145,884 | (145,884) (8,475,606) marketable securities | Valuation |
adjustment, net of - | 6,732,774 - working capital | valuation | Change in assets and | liabilities, net of | effects of | reorganization: | (Increase) decrease in | net accounts receivable (354,058) | (959,580) 214,844 (Increase) | decrease in prepaid (297,915) | 395,910 (930,882) expenses and other | assets | Decrease in film 209,948 | 129,953 42,659 broadcast rights | Decrease in due from - | 1,410,960 605,857 broker/dealer | (Decrease) increase in | accounts payable and (1,859,013) | 1,028,242 425,740 accrued expenses | (Decrease) | increase in accrued (343,602) | 15,243,681 35,673,639 interest payable, net | of forgiveness |
(continued) Price Communications Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
- -------------------------------------------- Reorganized | Company | Predecessor Company
- -------------------------------------------- 1993 | 1992 1991
- -------------------------------------------- (Decrease) | increase in other (1,080,826) | (514,252) 2,032,559 liabilities | Reclassification of |
transactions to | investing and financing | activities: | Loss on purchase of Common Stock 3,976,597 Gain on early |
extinguishments of debt (2,010,332) | - - Gain on |
forgiveness of debt and - | (312,678,036) - partial sale of | subsidiary | (Gain) loss on sale of (6,609) | (6,940) 7,996,741 securities | Recovery on notes (2,730,432) | (387,588) - receivable |
- -------------------------------------------- Total adjustments (122,550) | (280,679,579) 56,391,663
- -------------------------------------------- Net cash (used in) | provided by operating (1,827,141) | 8,535,407 (232,721) activities |
- --------------------------------------------
(continued)
Price Communications Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
- -------------------------------------------- Reorganized | Company | Predecessor Company
- -------------------------------------------- 1993 | 1992 1991
- -------------------------------------------- Cash flows provided by | (used in) investing | activities | Sale of businesses and $11,000,214 | $4,738,627 $- equipment | Investment in (454,337) | - - businesses | Purchases of securities | under agreements to (8,050,811) | - - resell | Capital expenditures (577,918) | (704,681) (514,467) Purchases of marketable | securities and mutual (36,704,873) | (10,476,315) (9,551,596) funds | Proceeds from sale of |
marketable securities 54,394,512 | 1,034,640 13,932,705 and mutual funds | Proceeds from notes 5,630,432 | 654,707 32,851 receivable |
- -------------------------------------------- Net cash provided by | (used in) investing 25,237,219 | (4,753,022) 3,899,493 activities | Cash flows used in | financing activities | Repurchases and (20,846,643) | (5,300,960) (5,126,035) payments of long-term | debt | Net borrowings under | (repayment of) (4,930,083) | 4,930,083 - repurchase agreements | Net borrowings under 3,020,065 | - - line of credit | agreement |
(continued) Price Communications Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
- -------------------------------------------- Reorganized | Company | Predecessor Company
- -------------------------------------------- 1993 | 1992 1991
- -------------------------------------------- Purchase of common (8,434,058) | - - stock | Proceeds from stock 56,216 | - - options exercised |
- -------------------------------------------- Net cash used in (31,134,503) | (370,877) (5,126,035) financing activities |
- -------------------------------------------- Net (decrease) |
increase in cash and (7,724,425) | 3,411,508 (1,459,263) cash equivalents | Cash and cash |
equivalents at 9,119,527 | 5,708,019 7,167,282 beginning of year |
- -------------------------------------------- Cash and cash $1,395,102 | $9,119,527 $5,708,019 equivalents at end | of year |
============================================ Supplemental | disclosures of cash | flow information | Income taxes paid, net $158,878 | $ 255,225 $55,046 of refunds |
============================================ Interest paid $1,828,991 | $3,170,272 $5,799,497
============================================ Chapter 11 items: | Interest received $- | $357,000 $-
============================================ Professional and | administrative expenses $26,085 | $505,144 $- paid |
============================================
See accompanying notes to consolidated financial statements.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
a. Basis of Presentation-The consolidated financial statements include the accounts of Price Communications Corporation (the "Company" or "Price") and its subsidiaries. All significant intercompany items and transactions have been eliminated.
b. Fresh Start Reporting-The Company reorganized and emerged from Chapter 11 bankruptcy proceedings on December 30, 1992 (the "Effective Date"-see Note 2), and adopted Fresh Start Reporting in accordance with the guidelines established by the American Institute of Certified Public Accountants in Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code." Under Fresh Start Reporting, assets and liabilities are recorded at their estimated fair market value and the historical deficit is eliminated. Accordingly, the Company's financial statements have been prepared as if it is a new reporting entity (referred to as the "Reorganized Company") as of the Effective Date. A vertical black line has been placed to separate the consolidated statements of operations and cash flows of the Company prior to the reorganization (referred to as the "Predecessor Company") from those of the Reorganized Company, since they are not prepared on a comparable basis.
The Company's operations for the two-day period of December 30 and December 31, 1992 were insignificant. Accordingly, December 31, 1992 was used as the cut-off date for financial reporting purposes in lieu of the Effective Date.
The revaluation of the Company's assets and liabilities as of December 31, 1992 was based on an independent appraisal, modified as appropriate, and resulted in a reduction in net carrying values of assets and liabilities of approximately $5,027,000. The components of this adjustment are shown in the "Fresh Start Reporting" column of Note 17. Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
c. Depreciation and Amortization-Depreciation is computed on the straight-line method on the basis of estimated useful lives, as follows:
Buildings-15 to 25 years Broadcasting equipment-10 to 12 years Leasehold improvements-the life of the underlying lease Furniture and fixtures-3 to 10 years Transportation equipment-3 years
d. Intangible Assets:
i. Excess of purchase price over the fair value of net assets acquired prior to December 31, 1992 includes FCC licenses, station call letters, and goodwill. As a result of the implementation of Fresh Start Reporting, unamortized goodwill has been eliminated and FCC licenses have been restated at their approximate fair value as of December 31, 1992. These assets are integral determinants of a communica tions property's economic value, and have long and productive lives. The Predecessor Company amortized such intangible assets over a 40-year period, the maximum life allowable under Accounting Principles Board Opinion No. 17. The Reorganized Company continues to amortize the assets over a 40-year life commencing from the original date of acquisition.
ii. Deferred expenses associated with debt instruments were amortized under the straight-line method over their respective lives. Debt discounts are amortized under the effective interest method. As of December 31, 1992, the unamortized carrying value of deferred debt expense and unamortized debt discount associated with debt forgiven or exchanged under the Company's Plan of Reorganization (the "Plan"-see Note 2) was eliminated.
e. Reorganization Value in Excess of Amounts Allocable to Identifiable Assets-The reorganization value in excess of amounts allocable to identifiable assets, which results from the implementation of Fresh Start Reporting is amortized using the straight-line method over 20 years.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
f. Per Share Data-Primary income per common share is based on income for the period divided by the weighted average number of shares of common stock and common stock equivalents outstanding, which was approximately 11.9 million shares for 1993. Per share amounts for the Predecessor Company are not presented because they are neither comparable nor meaningful due to forgiveness of debt, partial sale of subsidiary, issuance of new common stock and adoption of Fresh Start Reporting.
g. Allowance for Doubtful Accounts-The Company provides an allowance for doubtful accounts based on reviews of its customers' accounts. Included in operating expense is bad debt expense of approximately $264,000, $514,000, and $780,000 for the years ended December 31, 1993, 1992 and 1991, respectively.
h. Barter Transactions-Revenue from barter transactions (advertising provided in exchange for goods and services) is recognized as income when advertisements are broadcast, and merchandise or services received are charged to expense when received or used.
i. Advertising Revenues-Sales of advertisements are recognized as income when advertisements are broadcasted or printed.
j. Film Broadcast Rights-The capitalized cost of film broadcast rights is amortized on the basis of the estimated number of showings or, if unlimited showing are permitted, over the term of the broadcast license agreements. Unamortized film broadcast rights are classified as current or noncurrent on the basis of their estimated future usage. Amortization of film broadcast rights is included in operating expenses and amounted to approximately $800,000, $940,000, and $1,036,000 for the years ended December 31, 1993, 1992, and 1991, respectively.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
k. Cash and Cash Equivalents-For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments, including Treasury bills, purchased with maturities of three months or less at the time of purchase to be cash equivalents.
l. Marketable Securities-Investment in marketable securities was stated at the lower of aggregate cost or market. Dividend and interest income were accrued as earned. As of December 31, 1992, the carrying value of marketable securities, which consisted of 6.375% U.S. Treasury Notes due August 15, 2002, was increased by approximately $146,000, to reflect the increase in market value over cost, in accordance with Fresh Start Reporting.
Net realized gains (losses) on sales of investment in mutual funds and marketable securities are based upon weighted average cost (see Note 11).
m. Income Taxes-Effective December 31, 1992, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("Statement 109") issued by the Financial Accounting Standards Board (see Note 10). The cumulative effect of this change had no significant impact on the Company's consolidated financial statements, including income tax expense. Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
m. (continued) Prior to December 31, 1992, the Company accounted for income taxes pursuant to the deferred method under APB Opinion 11. Under the deferred method, deferred income taxes were recognized for income and expense items that were reported in different years for financial reporting purposes and income tax purposes using the tax rate applicable for the year of calculation.
2. Reorganization
On December 30, 1992, the Plan, which had been approved by the United States Bankruptcy Court for the Southern District of New York in July of that year, became effective. Under the Plan, the following occurred:
a. Holders of approximately $31 million principal amount of the Company's 10% Convertible Senior Subordinated Debentures (the "10% Debentures") received new $31 million face amount seven-year 5% Senior Secured Notes (the "Secured Notes"-see Note 9).
b. Apollo Investment Fund, L.P. and James Finkelstein purchased 75% of Alexandra Publishing Corporation, which owns The New York Law Publishing Company, in exchange for the cancellation of approximately $19 million of principal amount of 10% Debentures, and the payment to the Company of approximately $7.5 million in cash and the assumption or repayment of certain liabilities of the Company totaling approximately $45 million. See note 13 for subsequent disposal of the remaining 25% interest in the publishing subsidiaries.
c. The holders of the existing subordinated debt received 94.5% of the common stock of Price.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. Reorganization (continued)
d. Shareholders received shares which constitute 3.5% of the common stock of the Reorganized Company, and Robert Price, President of the Company, received 2% of such common stock in exchange for the junior common stock, all of which was held by Mr. Price. In addition, Mr. Price entered into a three-year employment contract.
The gain on the partial sale of publishing companies and the gain from cancellation of indebtedness resulted in extraordinary income of approximately $312.7 million which is net of a tax provision of $900,000 relating to the sale of the publishing companies. The gain resulting from the forgiveness of debt is not taxable for Federal income tax purposes.
In a related transaction, on August 5, 1992, the Company exchanged its interest in TLM Corporation (until then a 90.7% owned subsidiary) for 90.7% of the assets of TLM Corporation. These assets consisted of cash and common stock and certain public debt securities of the Company. The Company's loss from the transaction was de minimis.
3. Notes Receivable
Investments in notes made through private placements include the following:
a. The note receivable at December 31, 1992 represented a 14-1/2% $3.2 million subordinated note due in 1993 from the buyers of WIBA-AM/FM stated at its approximate fair value based on the independent appraisal (see Note 1) completed in connection with Fresh Start Reporting. In 1993, this note was paid in full, resulting in a recovery of approximately $300,000.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. Notes Receivable (continued)
b. In connection with the sale in 1987 of seven radio stations to Fairmont Communications Corporation ("Fairmont") for an aggregate sale price of $120 million, the Company loaned $50 million to Fairmont (the "Fairmont Notes") and acquired a 27% equity interest in Fairmont. The Fairmont Notes were issued in three series of 12 1/2% increasing rate subordinated notes due in 1992, extendible at Fairmont's option to 1994. Interest on the notes was payable quarterly in cash or additional notes at Fairmont's election.
On August 28, 1992, Fairmont filed for voluntary relief under Chapter 11 of the U.S. Bankruptcy Code. At that date the Company ceased to record additional notes related to interest paid in kind since it is not entitled to interest after that date under the Bankruptcy Code.
The $94.8 million principal amount of Fairmont Notes owned by the Company (which includes accrued interest paid in additional Fairmont Notes) and the Company's equity investment in Fairmont had no book value as of December 31, 1993 and 1992.
By order dated September 10, 1993, the United States Bankruptcy Court for the Southern District of New York confirmed the Chapter 11 Plan of Reorganization (the "Fairmont Plan") for Fairmont and the Fairmont subsidiaries. Essentially, the Fairmont Plan provides for the orderly liquidation of the assets of Fairmont and the Fairmont subsidiaries, and the distribution of the proceeds derived therefrom according to the relative priorities of the parties asserting interests therein. The Company believes that the level of asset sales may be sufficiently high to provide for some recovery upon the Fairmont Notes, although the exact amount of any such recovery is unclear at this time.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
4. Investment in Partially Owned Company
On December 30, 1992, the Company, in connection with its Plan of Reorganization, sold 75% of its publishing subsidiaries (see Note 2). The Company retained a 25% interest in Alexandra Publishing Corporation which owns 100% of The New York Law Publishing Company. This investment was recorded at its approximate fair value of $4 million as of December 31, 1992 as a result of Fresh Start Reporting (see Note 1).
In November 1993, in connection with the repurchase of common stock (see Note 13), the Company transferred its remaining 25% interest in Alexandra Publishing, which had a carrying value of approximately $3.8 million.
For the years ended December 31, 1992 and 1991, these subsidiaries were consolidated in the statement of operations and cash flows of the Predecessor Company. Based upon audited financial information, Alexandra Publishing Corporation and subsidiary had net revenue and income of approximately $32.6 million and $2.9 million (including intercompany expenses of $1.3 million), respectively, for the year ended December 31, 1992. For the year ended December 31, 1993, the 25% interest in such subsidiaries was accounted for by the equity method of accounting and the Reorganized Company recognized a charge to operations of approximately $230,000 for its period of ownership.
5. Investment in Cellular Communication Properties
The Company accounted for its investment in PriCellular Corporation ("PriCellular") under the equity method of accounting as it believed its control in PriCellular to be temporary. The Company recognized 75% of PriCellular's losses as a charge to operations to the extent of its investment in PriCellular representing $2.9 million and $4.3 million for the years ended December 31, 1992 and 1991, respectively. Prior to Fresh Start Reporting, the Predecessor Company's investment in PriCellular had been
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Investment in Cellular Communication Properties (continued)
reduced to zero book value. In accordance with the court approved Plan, the Company transferred 1% of PriCellular's common stock to Robert Price, reducing the Company's interest to 74%. The consolidated financial statements of the Reorganized Company as of December 31, 1992 reflect an approximate fair value of the investment of $11.5 million, in connection with Fresh Start Reporting (see Note 1).
On October 1, 1993, the Company sold its remaining 74% interest in PriCellular to a subsidiary of PriCellular for $11 million in cash. Under the agreement of sale, PriCellular and such subsidiary indemnified the Company against all liabilities and claims relating to PriCellular and its business. The proceeds from the sale have been used to repurchase a portion of the Secured Notes, in accordance with the terms of the indenture of such notes (see Note 9). During 1993, the Company recognized a charge of approximately $890,000 related to its share of PriCellular's losses through October 1, 1993, and realized no gain or loss from the sale of its interest in PriCellular.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. Property and Equipment
Property and equipment consist of the following:
December 31 1993 1992 --------------------------- Land $2,328,000 $2,328,000 Buildings 3,468,209 3,439,000 Broadcasting equipment 7,720,940 7,315,000 Outdoor fixtures 801,320 756,417 Leasehold improvements 229,783 229,000 Furniture and fixtures 619,870 541,000 Transportation equipment 432,814 341,000 --------------------------- 15,600,936 14,949,417 Less, accumulated 1,872,765 - depreciation --------------------------- Net property and equipment $13,728,171 $14,949,417 ===========================
As discussed in Note 1, in conjunction with the consummation of the Plan, the Company implemented Fresh Start Reporting. Accordingly, as of December 31, 1992, all property and equipment were restated to reflect approximate fair value and accumulated depreciation was eliminated.
7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
December 31 1993 1992 --------------------------- Accounts payable-suppliers $906,770 $1,186,035 Accrued professional fees 299,113 979,214 Accrued Chapter 11 expenses 47,664 807,435 Other 995,857 1,135,733 --------------------------- $2,249,404 $4,108,417 ===========================
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Other Liabilities
Other liabilities consist of:
December 31 1993 1992 --------------------------- Liability for film $507,603 $724,199 broadcast rights Income and franchise taxes 522,512 1,250,000 payable Other 80,217 216,959 --------------------------- 1,110,332 2,191,158 Less, amounts due currently (1,035,585) (1,984,069) --------------------------- $74,747 $207,089 ===========================
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. Long-Term Debt
Long-term debt consists of the following notes payable by the Company and its wholly-owned subsidiaries at December 31, 1993 and 1992 as follows:
December 31 1993 1992 --------------------------- Subsidiaries: Atlantic Broadcasting
Corporation, Southeast Texas Broadcasting Corporation, Texoma Broadcasting Corporation and Tri-State Broadcasting Corporation: $3,200,000 Note payable to Bank of - Montreal under term loan agreement (A)
Parent Company:
5% Senior Secured Notes, due October 9, 1999; interest payable semiannually; net of unamortized discount - $22,100,000 of $8,705,000 (effective interest rate of 11.04%) (B) --------------------------- Total debt $3,200,000 $22,100,000 ===========================
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. Long-Term Debt (continued)
(A) On December 21, 1993, certain subsidiaries of the Company entered into a Line of Credit Agreement (the "Line of Credit") with the Bank of Montreal ("BOM"). The Line of Credit is for $10 million, reduced by $2 million, $2.5 million, $2.5 million and $3 million in 1994, 1995, 1996 and 1997, respectively. Borrowings under the Line of Credit bear interest at the BOM Base Rate, as defined (or at other rates at the borrowers' option), and are secured by the assets of the subsidiaries which have book value of approximately $26 million. There is also a fee of 1/2 of 1% on the unused portion of the Line of Credit. On December 24, 1993, the Company borrowed $5.6 million pursuant to this agreement and the proceeds were used to retire the remaining $7.6 million face amount of Secured Notes. On December 31, 1993, the proceeds from the sale of the Company's position in Northstar Television Group ("NTG" - see Note 11) were used to repay $2.4 million of borrowings under the Line of Credit.
(B) In connection with the Plan, the Company issued $30,805,000 face amount of the Senior Notes. The Company recorded these notes net of a discount of $8,705,000 under Fresh Start Reporting (see Note 1). Accrued interest related to these notes was approximately $351,000 at December 31, 1992. During October and December 1993, the Company repurchased all of the Secured Notes for approximately $20.8 million, plus accrued interest, and realized a gain of approximately $2.0 million, net of taxes of zero.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Income Taxes
As discussed in Note 1, the Company adopted Statement 109 as of December 31, 1992. The cumulative effect of this change had no significant impact on the Company's consolidated financial statements, including tax expense, for the year then ended.
The Company had, as of December 31, 1993 and 1992, deferred tax assets, which were subject to a valuation allowance of approximately $46,031,000 and $44,604,000, respectively, and deferred tax liabilities of approximately $3,943,000 and $4,169,000, respectively. These deferred tax assets and liabilities consist of the following:
December 31, 1993 1992 Deferred tax assets Accounts receivable, principally due to allowance for doubtful accounts $166,000 $ 192,000 Notes from and investment in partially owned 15,251,000 31,785,000 companies Minimum tax credit carryforward 642,000 - Capital loss carryforwards 19,905,000 - Net operating loss carryforwards 13,910,000 13,931,000 Investment tax credit carryforwards 100,000 100,000 Notes Receivable, principally due to reserves - 787,000 Investment in cellular communications properties, principally due to Fresh Start Reporting - 1,978,000 $49,974,000 $48,773,000
December 31, 1993 1992 Deferred tax liabilities Property and equipment, principally due to differences in depreciation and the effects of Fresh Start Reporting $3,662,000 $3,393,000 Deferred compensation 281,000 - Unamortized debt discount - 727,000
Unrealized gain on marketable securities - 49,000
$3,943,000 $4,169,000
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Income Taxes (continued)
Income tax expense in 1993 and 1992 consist of approximately $124,000 and $499,000, respectively, primarily for state and local income taxes. In addition, a provision of $900,000, primarily for Federal alternative minimum tax, has been included in extraordinary items for the year ended December 31, 1992 (see Note 2).
Income tax benefit in 1991 consists of refunds for Federal alternative minimum tax of $505,104 related to the carryback of capital losses incurred in 1991 and 1990 and state and local taxes of $178,322.
Net operating loss carryforwards aggregating approximately $41.0 million are available for federal income tax purposes at December 31, 1993. These carryforwards expire in the years 2002 through 2006. The Company also has available investment tax credit carryforwards of approximately $100,000 expiring in the year 2000. All of these carryforwards arose prior to the reorganization and are subject to the limitations of Internal Revenue Code Sections 382 and 383.
11. Other Expense (Income)-Net
Other expense (income)-net consist of:
1993 1992 1991 ------------------------------------- (Gains) loss on sales $(6,609) $(6,940) $7,996,741 of securities Interest income (715,918) (543,252) (1,092,880) Loss on disposition of 425 364,024 54,333 equipment Compensation-bonus under employment - - 2,512,200 contract (Recovery) reserves for losses on notes (2,730,432) (387,588) 2,915,712 receivable Loss on purchase of Common Stock (Note 13) 3,976,597 - - Other-net 15,226 538,264 539,118 ------------------------------------- $539,289 $(35,492) $12,925,224 =====================================
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. Other Expense (Income)-Net (continued)
As of December 31, 1992, in conjunction with the adoption of Fresh Start Reporting, the investment in common and preferred stock of NTG was removed from the Company's consolidated balance sheet since its estimated realizable value was zero (see Note 1). In December 1993, the Company sold its investment in NTG for approximately $2.4 million in cash and recognized a gain of approximately $2.4 million on the sale.
12. Segment Data
The Reorganized Company's business operations are classified into two segments: Television and Radio Broadcasting and Other. The Predecessor Company's business operations included Publishing with Other. The Company's Publishing operations were transferred to third parties in 1992 (see Note 2) and therefore, are no longer consolidated in the Reorganized Company's operations. There are no transfers between segments of the Company. The segment data follows:
Year ended December 31, 1993 --------------------------------------------------- Broadcasting Television Radio Other Consolidated --------------------------------------------------- Net revenue $11,744,547 $10,271,892 $773,753 $22,790,192 Operating 7,484,486 8,226,346 623,929 16,334,761 expenses Depreciation and 1,153,860 834,346 354,809 2,343,015 amortization --------------------------------------------------- Operating $3,106,201 $1,211,200 $(204,985) $4,112,416 income (loss)* ===================================================
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Segment Data (continued)
Year ended December 31, 1992 --------------------------------------------------- Broadcasting Publishing Television Radio and Other Consolidated --------------------------------------------------- Net revenue $11,239,395 $9,309,229 $33,408,010 $53,956,634 Operating 7,570,105 7,544,032 24,453,255 39,567,392 expenses Depreciation and 1,683,309 1,074,407 2,115,420 4,873,136 amortization --------------------------------------------------- Operating $1,985,981 $690,790 $6,839,335 $9,516,106 income* ===================================================
Year ended December 31, 1991 --------------------------------------------------- Broadcasting Publishing Television Radio and Other Consolidated --------------------------------------------------- Net revenue $10,359,913 $8,095,942 $29,996,283 $48,452,138 Operating 7,472,675 7,334,037 22,375,150 37,181,862 expenses Depreciation and 1,778,524 1,045,864 2,308,058 5,132,446 amortization --------------------------------------------------- Operating $1,108,714 $(283,959) $5,313,075 $6,137,830 income (loss)* ===================================================
* Operating income (loss) is before corporate expenses, other expense (income)-net, interest expense, amortization of debt discount and deferred debt expense, unrealized non- cash loss (recovery) on marketable securities, share of loss of partially owned companies, reorganization items, income taxes and extraordinary items.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Segment Data (continued)
Identifiable Capital Assets Expenditures ------------------------------ 1993: Television broadcasting $16,208,021 $397,604 Radio broadcasting 13,988,511 200,600 Other 3,673,912 50,069 Corporate 3,401,056 3,885 ------------------------------ Consolidated $37,271,500 $652,158 ==============================
1992: Television broadcasting $17,067,971 $354,779 Radio broadcasting 17,584,247 253,442 Publishing and other 19,322,971 273,955 Corporate 20,351,715 19,959 ------------------------------ Consolidated $74,326,904 $902,135 ==============================
1991: Television broadcasting $38,099,678 $448,543 Radio broadcasting 15,692,764 33,400 Publishing and other 21,714,768 173,486 Corporate 16,839,618 9,933 Consolidated $92,346,828 $665,362
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Shareholders' Equity (Deficit)
A. Refer to notes 1 and 2 for a description of changes to shareholders' equity (deficit) pursuant to the Plan of Reorganization.
B. On November 24, 1993, the Company purchased from investment advisory clients of W. R. Huff Asset Management Co., L.P. ("Huff") a block of 2,249,086 shares of its common stock. The purchase price consisted of $3.75 per share in cash, plus the stock of its indirect wholly-owned subsidiary, Price Publishing Corporation, which held the remaining 25% interest in the New York Law Publishing Company (see Note 2). The stock of Price Publishing Corporation had a book value of approximately $3,836,000 at such date which in the opinion of management approximated its fair value (see Note 4). In connection with this transaction, the Company recorded a loss of approximately $3,977,000 reflecting the difference between the value of the cash and stock of Price Publishing Corporation transferred to Huff and the then current trading market price of the common stock. The loss has been included in other expense (income) in the accompanying statement of operations (see Note 11) and the common stock purchased from Huff has been treated as constructively retired in the accompanying balance sheet at December 31, 1993. The purchase agreement includes a provision for certain additional payments to Huff (or rescission of the agreement if such payments are not made) if, among other things, litigation, as defined, is pending at the end of one year from the purchase date. Also, additional payments to Huff may be required if there has been a change in control of or other specified transaction involving the Company at such purchase anniversary date.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Shareholders' Equity (Deficit) (continued)
In connection with the Company's purchase of common stock from Huff, the Company has deposited $1,500,000 with a collateral agent to secure certain obligations under the purchase agreement.
C. In connection with the Plan, warrants on the Company's common stock, originally issued on April 12, 1990, were amended. The warrants will be exercisable for approximately 124,000 shares of the Reorganized Company's common stock at an exercise price of $4.23 per share during the five-year period commencing October 1, 1993.
D. The Company has an employment agreement with Robert Price, covering base salary and incentive compensation based on Company performance. The agreement provides for bonuses payable in common stock to Mr. Price during specified periods after December 30, 1992 commencing on specified events and/or performance achievements by the Company and its subsidiaries. The number of shares awarded under such agreement will be based upon a predetermined percentage of the then outstanding shares of Price's common stock.
14. Stock Option Plan
A long-term incentive plan, (the "1992 Long Term Incentive Plan") was established under the Plan, which provides for granting incentive stock options, as defined under current tax law, and other stock-based incentives to key employees and officers. The maximum number of shares of the Company that are subject to awards granted under the 1992 Long Term Incentive Plan is 1,000,000. The exercise of such options, other than those granted on December 10, 1992, will be exer cisable at a price not less than the fair market value on the date of the grant, for a period up to ten years.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
14. Stock Option Plan (continued)
New incentive stock options were granted on December 10, 1992 under the 1992 Long Term Incentive Plan to key employees and officers. The number of options issued represents essentially a 1 for 2 reverse split for all previously awarded stock options granted, which were canceled pursuant to the Plan, except for options previously awarded to Robert Price which were surrendered by Mr. Price. Options granted on December 10, 1992 represent 170,911 shares and the exercise price was set at $2.67 per share.
During 1993, options for 21,055 shares were exercised and as of December 31, 1993, options for 140,630 shares remained outstanding. Also, at December 31, 1993, common stock of 838,315 shares remain reserved for the issuance of stock options.
15. Commitments and Contingencies
The Company is involved in various claims and litigation arising in the ordinary course of business. In the opinion of legal counsel and management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial condition.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
15. Commitments and Contingencies (continued)
The Company and its subsidiaries lease a variety of assets used in their operations, including office space and antenna sites. Renewal options are available in the majority of leases. The following is a schedule of the Company's minimum rental commitment for operating leases of real and personal property for each of the five years subsequent to 1993 and in the aggregate:
Operating Leases ---------- Year: 1994 $261,000 1995 257,000 1996 269,000 1997 268,000 1998 263,000 Thereafter 210,000 ---------- Total minimum lease payments $1,528,000 ==========
Rental expense for operating leases was approximately $312,000, $1,468,000, and $1,384,000 for the years ended December 31, 1993, 1992 and 1991, respectively.
At December 31, 1993, the Company is committed to the purchase of film broadcast rights of various syndicated programming aggregating approximately $135,000, $235,000, $21,000 and $11,000 for the years 1994, 1995, 1996 and 1997, respectively.
Price Communications Corporation and Subsidiaries
Notes to Consolidated Financial Statements
16. Subsequent Events
On December 27, 1993, the Company announced that it entered into an agreement to sell substantially all the assets of its radio stations, WWKB-AM and WKSE-FM in Buffalo, New York, for $5 million in cash. This transaction has been approved by the Federal Communications Commission ("FCC") and management expects it to close during the first half of 1994. The Company expects to realize a gain on the transaction.
On February 16, 1994, the Company entered into an agreement to buy WHTM-TV, Channel 27, serving the Harrisburg-York-Lancaster- Lebanon, Pennsylvania market for approximately $41 million. This transaction is subject to FCC approval. The Company expects to close on this purchase during the second half of 1994.
On February 16, 1994, the Company sold its outdoor advertising business for a total of $875,000, including $200,000 cash and a note from the buyer for $675,000. A pre- tax loss of approximately $340,000 will be recognized in 1994 on the sale.
In March 1994, the Company entered into an agreement to sell radio stations WOWO-AM and WOWO-FM in Fort Wayne, Indiana, for $2.3 million in cash. The transaction is subject to FCC approval. The Company expects to realize a gain on the transaction.
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(17)Plan of Reorganization
(Continued)
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(17), Continued
The Apollo Transaction includes the sale of 75% of the Company's interest in Alexandra Publishing Corporation, which owns The New York Law Publishing Company. As a result of this transaction, the Company will no longer consolidate its interest in these companies. During 1992, The New York Law Publishing Company contributed approximately $32.6 million to the Company's net revenue, $23.9 million to operating expenses and $1.6 million to depreciation and amortization. The gain on the partial sale of publishing companies and the gain from cancellation of indebtedness resulted in extraordinary income of approximately $312.7 million which is net of a tax provision of $900,000 relating to the sale of the publishing companies. The gain resulting from the forgiveness of debt is not taxable for Federal income tax purposes. (18)Supplemental Cash Flow Information The following is a supplemental schedule of noncash investing activities for the years ended December 31, 1993, 1992 and 1991:
1993 1992 1991 Fairmont (Note 3): Notes received - 8,983,281 11,064,240 Deferred income - (8,983,281) (11,064,240) NTG (Note 11): Dividends accumulated - 11,030,660 9,420,794 Deferred income - (11,030,660) (9,420,794) /AUDIT-REPORT
PART III
The information called for by Items 10, 11, 12 and 13 is incorporated herein by reference from the following portions of the definitive proxy statement to be filed by the Company in connection with its 1994 Meeting of Shareholders.
Item Incorporated from
Item 10.
Item 10. Directors and Executive Directors and Executive Officers of the Company Officers
Item 11.
Item 11. Executive Compensation "Executive Compensation" and "Certain Transactions"
Item 12.
Item 12. Security Ownership of "Principal Shareholders" and Certain Beneficial "Securities Ownership of Owners and Management Management"
Item 13.
Item 13. Certain Relationships "Executive Compensation" and and Related Transactions "Certain Transactions"
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) and (2) List of financial statements and financial statement schedules:
Independent Auditors' Reports Consolidated Balance Sheets at December 31, 1993 and 1992 Consolidated Statements of Operations for Years ended December 31, 1993, 1992 and 1991 Consolidated Statements of Shareholders' Equity (Deficit) for Years ended December 31, 1993, 1992 and 1991 Consolidated Statements of Cash Flows for the Years ended December 31, 1993, 1992 and 1991 Notes to Consolidated Financial Statements
III. Condensed Financial Information of Registrant V. Property, Plant and Equipment VI. Accumulated Depreciation and Amortization of Property, Plant and Equipment VIII. Valuation and Qualifying Accounts X. Supplementary Income Statement Information
(Schedules other than those listed are omitted for the reason that they are not required or are not applicable or the required information is shown in the financial statements or notes thereto.)
(3) Exhibits
See Exhibit Index at page E-l, which is incorporated herein by reference.
(b) Reports on Form 8-K.
During the quarter ended December 31, 1993, Registrant filed the following Current Reports on Form 8-K:
On October 14, 1993, Registrant filed a report on Form 8-K wherein a disposition of assets occurring on October 1, 1993 was reported at Item 2. No financial statements were included in or as exhibits to this Current Report.
On December 2, 1993, Registrant filed Amendment No. 1 to its Current Report on Form 8-K filed on October 14, 1993. The Amendment No. 1 reported certain recent developments and included certain pro forma financial statements as Exhibit 99(ii).
Also on December 2, 1993, Registrant filed a report on Form 8-K wherein a repurchase of Registrant's common stock occurring on November 24, 1993, and the institution of litigation against Registrant on November 29, 1993, were reported at Item 5.
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 1993, 1992 AND 1991
Balance at Additions Balance at Beginning Charged to End of Description of Period Expenses Deductions (a) Period
For the year ended December 31, 1993: Allowance for doubtful accounts $565,351 $263,909 ($341,684) $487,576
For the year ended December 31, 1992: Allowance for doubtful accounts $612,438 $513,908 ($560,995)(b) $565,351
For the year ended December 31, 1991: Allowance for doubtful accounts $418,283 $780,039 ($585,884) $612,438
(a) Amounts written off as uncollectible and payments. (b) $85,000 relates to the partial sale of companies in 1992. /TABLE
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
Year Ended December 31 Reorganized Company Predecessor Company
Classification 1993 1992 1991
Maintenance and repairs $331,325 $569,556 $556,317
Royalties $404,205 $324,763 $374,936
Advertising $656,275 $3,379,941 $2,768,538
Securities and Exchange Commission Washington, D.C. 20549
Price Communications Corporation Commission File No. 1-8309 Annual Report on Form 10-K for the year ended December 31, 1993
Exhibits Item 14(a)(3). EXHIBIT INDEX Item 14(a)(3)
Price Communications Corporation
Annual Report on Form 10-K for the year ended December 31, 1993
Page
(3)(a) Restated Certificate of Incorporation of the Registrant as filed with the Secretary of State of the State of New York on December 29, 1992, incorporated by reference to Exhibit 3(a) to Registrant's Form 10-K for the year ended December 31, 1992. (b) Restated Bylaws of the Registrant. (4)(a) Indenture dated as of December 30, 1992 between the Registrant and IBJ Schroder Bank & Trust Company, as trustee, relating to the Company's 5% Senior Secured Notes due 1999 (the "Indenture"), incorporated by reference to Exhibit 4(a) to Registrant's Form 10-K for the year ended December 31, 1992. (b) Pledge, Intercreditor and Collateral Agency Agreement dated as of December 30, 1992, among the Registrant, IBJ Schroder Bank & Trust Company, as Trustee under the Indenture, and IBJ Schroder Bank & Trust Company, as Collateral Agent, incorporated by reference to Exhibit 4(b) to Registrant's Form 10-K for the year ended December 31, 1992. (10)(a) The Registrant's 1992 Long Term Incentive Plan, incorporated by reference to Exhibit 10(a) to Registrant's Form 10-K for the year ended December 31, 1992. (b) Amended and Restated Employment Agreement dated as of May 8, 1992 between The New York Law Publishing Company and Robert Price, incorporated by reference to Exhibit 10(b) to Registrant's Form 10-K for the year ended December 31, 1992. (c)Employment Agreement with Robert Price, dated May 8, 1992, incorporated by reference to Exhibit 10(c) to Registrant's Form 10-K for the year ended December 31, 1992. (d) Agreement dated May 8, 1992 between the Registrant and Robert Price with respect to PriCellular Corporation, incorporated by reference to Exhibit 10(d) to Registrant's Form 10-K for the year ended December 31, 1992. (e) Amended and Restated Stock Purchase Agreement dated as of May 8, 1992 among the Registrant, Price Publishing Corporation, Alexandra Publishing Corporation, The New York Law Publishing Company and Apollo Investment Fund, L.P., incorporated by reference to Exhibit 10(e) to Registrant's Form 10-K for the year ended December 31, 1992. (f) Amended and Restated Shareholders Agreement dated as of May 8, 1992 among the Registrant, Apollo Investment Fund, L.P., Price Publishing Corporation, Alexandra Publishing Corporation, and The New York Law Publishing Company, incorporated by reference to Exhibit 10(f) to Registrant's Form 10-K for the year ended December 31, 1992. (g) Registration Rights Undertaking, incorporated by reference to Exhibit 10(g) to Registrant's Form 10-K for the year ended December 31, 1992. (h) Warrant Agreement dated April 12, 1990 between Price Communications Corporation and Warner Communications Investors, Inc., incorporated by reference to Exhibit (4) to Registrant's Form 8-K filed to report an event of April 12, 1990. (i) Form of Amendment to Time Warner Warrant, incorporated by reference to Exhibit 10(i) to Registrant's Form 10-K for the year ended December 31, 1992. (j) Stock Purchase Agreement, dated as of April 27, 1987, among Registrant, Republic Broadcasting Corporation and Fairfield Broadcasting, Inc., as amended July 16, 1987, incorporated by reference to Annex I to Registrant's Definitive Proxy Statement dated July 27, 1987. (k) Notes and Stock Purchase Agreement between and among Fairfield Broadcasting, Inc., Price Communications Corporation and Republic Broadcasting Corporation dated as of September 30, 1987, as amended, incorporated by reference to Exhibit 10(a) to Registration Statement on Form S-1 (File No. 33-30318). (l) Stockholders' Agreement among Fairfield Broadcasting, Inc., Price Communications Corporation, Citicorp Venture Capital Ltd., Osborn Communications Corporation and Prudential-Bache Interfunding Inc., dated as of September 30, 1987, incorporated by reference to Exhibit 10(b) to Registration Statement on Form S-1 (File No. 33-30318). (m) Asset Purchase Agreement by and among NTG, Inc., Price Communications Corporation and Western Michigan Broadcasting Corporation, Rhode Island Broadcasting Corporation, Magnolia Broadcasting Corporation and Keystone Broadcasting Corporation, dated as of June 28, 1989, incorporated by reference to Exhibit 10(c) to Registration Statement on Form S-1 (File No. 33-30318). (n) Stock Purchase Agreement between NTG Holdings, Inc. and Price Communications Corporation, dated as of June 28, 1989, incorporated by reference to Exhibit 10(d) to Registration Statement on Form S-1 (File No. 33-30318). (o) Network Affiliation Agreement, dated September 10, 1982, between National Broadcasting Company, Inc. and Tri-State Broadcasting Corporation, as amended (KSNF-TV), incorporated by reference to Exhibit 10(v) to Registration Statement on Form S-1 (File No. 33-30318). (p) Network Affiliation Agreement, dated April 22, 1989, between National Broadcasting Company, Inc. and Continental Broadcasting Corporation (KJAC-TV), incorporated by reference to Exhibit 10(w) to Registration Statement on Form S-1 (File No. 33-30318). (q) Network Affiliation Agreement, dated January 1, 1981, between National Broadcasting Company, Inc. and Clay Broadcasting Corporation of Texas, as amended (KFDX-TV), incorporated by reference to Exhibit 10(x) to Registration Statement on Form S-1 (File No. 33-30318). (r) Stock Purchase Agreement dated March 1, 1990 among Time Warner Inc., Warner Communications Investors, Inc., Price Communications Corporation, and PriCellular Corporation, incorporated by reference to Exhibit (1) to Registrant's Form 8-K filed to report events of April 12, 1990. (s) Amendment No. 1 to Stock Purchase Agreement dated April 6, 1990, among Time Warner Inc., Warner Communications Investors, Inc., Price Communications Corporation, and PriCellular Corporation, incorporated by reference to Exhibit (2) to Registrant's Form 8-K filed to report an event of April 12, 1990. (t) Stock Option Agreement, dated April 12, 1990 between PriCellular Corporation and Warner Communications Investors, Inc., incorporated by reference to Exhibit (3) to Registrant's Form 8-K filed to report an event of April 12, 1990. (u) Line of Credit Agreement, dated as of December 21, 1993, among Atlantic Broadcasting Corporation, Southeast Texas Broadcasting Corporation, Texoma Broadcasting Corporation, Tri-State Broadcasting Corporation, the Lenders Parties Thereto and the Bank of Montreal. (v) Securities Purchase Agreement, dated December 30, 1993, among Apple Publishing Corporation, Price Communications Corporation, Equity-Linked Investors, L.P. and Equity-Linked Investors-II.
(w) Agreement dated November 19, 1993, between Price Communications Corporation, Apple Publishing Corporation, the Sellers listed on Exhibit A thereto and W.R. Huff Asset Management Co., L.P. (x) Stock Purchase Agreement, dated as of October 1, 1993, by and between Price Communications Cellular, Inc., Price Communications Corporation and Atlas Cellular Corporation, incorporated by reference to Exhibit 10 to Registrant's Form 8-K filed to report an event of October 1, 1993. (y) Form of Indemnification Agreement between Registrant and its officers and directors.
(11) Statement regarding computation of per share earnings (omitted; computation can be clearly determined from material contained in the Report). (22) Subsidiaries of Registrant (24.2) Consent of Ernst & Young Consent of KPMG Peat Marwick
(25) The powers of attorney to sign amendments to this Report appear on the signature page.
EXHIBIT 22
Subsidiaries of Price Communications Corporation as of December 31, 1993.
Name of Subsidiary State of Incorporation
Atlantic Broadcasting Corporation Delaware Republic Broadcasting Corporation New York Wayne Broadcasting Corporation Indiana Huntington Broadcasting Corporation Delaware Federal Broadcasting Corporation New York Atlas Broadcasting Corporation New York Eagle Broadcasting Corporation Delaware Price Outdoor Media Corporation of America Delaware Price Outdoor Media of Missouri Inc. Delaware Apple Publishing Corporation Delaware The Red Bank Register New Jersey Empire State Broadcasting Corporation Delaware Eimar Realty Corporation Delaware Continental Broadcasting Corporation Delaware Texoma Broadcasting Corporation Texas Tri-State Broadcasting Corporation Delaware Southeast Texas Broadcasting Corporation Texas
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
By/s/ Robert Price Robert Price, President
Dated: March 31, 1994
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Robert Price as his attorney-in-fact to sign and file in his behalf individually and in each capacity stated below any and all amendments to this Annual Report.
Dated: March 31, l994 By/s/ Robert Price Robert Price, Director and President (Principal Executive Officer, Financial Officer and Accounting Officer)
Dated: March 31, l994 By/s/ George H. Cadgene George H. Cadgene, Director
Dated: March 31, 1994 By/s/ Harold A. Christiansen Harold A. Christiansen, Director
Dated: March 31, 1994 By/s/ James H. Duncan., Jr. James H. Duncan Jr., Director
Dated: March 31, l994 By/s/ Robert F. Ellsworth Robert F. Ellsworth, Director
Dated: March 31, 1994 By/s/ Kim I. Pressman Kim I. Pressman Director