-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SY7tft/ll1aHZONMlCbjE5/7dCYaOT7T2t62P6cg2J3qwSLjDOkOEl4tdjphpkhH kwkLxnioSGUBBQtOoGj0Kw== 0000889812-97-000947.txt : 19970411 0000889812-97-000947.hdr.sgml : 19970411 ACCESSION NUMBER: 0000889812-97-000947 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970410 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSAT CORP CENTRAL INDEX KEY: 0000022698 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 520781863 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04929 FILM NUMBER: 97578052 BUSINESS ADDRESS: STREET 1: 6560 ROCK SPRING DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3012133000 MAIL ADDRESS: STREET 1: 6560 ROCK SPRING DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS SATELLITE CORP /DE/ DATE OF NAME CHANGE: 19930719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE CAPITAL INC /BD CENTRAL INDEX KEY: 0000870393 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133593028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: 730 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2128883200 MAIL ADDRESS: STREET 1: 730 FIFTH AVE 21ST FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENCE CAPITAL INC /BD DATE OF NAME CHANGE: 19961025 PRRN14A 1 SOLICITING MATERIAL PRELIMINARY COPY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [x] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 COMSAT Corporation (Name of Registrant as Specified In Its Charter) PROVIDENCE CAPITAL, INC./WYSER-PRATTE & Co., Inc. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2) Aggregate number of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4) Proposed maximum aggregate value of transaction: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5) Total fee paid: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2) Form, Schedule or Registration Statement No.: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Filing Party: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4) Date Filed: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . News Release MacKenzie Partners, Inc. 156 Fifth Avenue New York, NY CONTACT: 212 929-5500 Stanley J. Kay, Jr. FAX 212 929-0308 MacKenzie Partners, Inc. 212/929-5940 FOR IMMEDIATE RELEASE: COMSAT SHAREHOLDERS CHALLENGE COMSAT BOARD TO HOLD ANNUAL MEETING BY JUNE 9, ELIMINATE VOTING RESTRICTION. To Drop Call for Special Meeting If Company Agrees. NEW YORK, NY, April 10, 1997--Guy P. Wyser-Pratte, President of Wyser-Pratte and Co., Inc. and Herbert A. Denton, President of Providence Capital, Inc. announced that they sent a letter yesterday to C.J. Silas, Chairman of the Board of COMSAT Corporation (NYSE: CQ) offering to drop their solicitation to call a special meeting if the Company agrees to hold its 1997 Annual Meeting of Shareholders by June 9, 1997 and to eliminate the voting limitations on holders owning more than 5% of COMSAT's common shares. Mr. Wyser-Pratte and Mr. Denton said, "We agree with COMSAT that the Company should not need to face several proxy solicitations. But the Board and management will leave us with no choice but to pursue this course of action, if they do not agree to hold the Annual Meeting by June 9 without discriminatory restrictions on the voting rights of 5% holders." "The Company's Annual Meeting," they continued, "has traditionally been held in May, and the Board initially set a March 27, 1997 record date for a May 16 Annual Meeting, which they then postponed indefinitely, for inadequate reasons. It is COMSAT's Board that is forcing us to take action. They're the ones who postponed the Annual Meeting--not us." Mr. Wyser-Pratte and Mr. Denton concluded, "It's ludicrous for COMSAT to complain that holding a required Annual Meeting on time or a Special Meeting at the request of shareholders is a waste of money and time. There is nothing more important than shareholders participating in the democratic process of annually electing those who they believe are best qualified to act as fiduciaries in the management of their corporation. This Board's lack of understanding of their accountability to its shareholders is endemic of the serious problems at COMSAT." # # # LETTER TO C.J. SILAS AND PARTICIPANT INFORMATION FOLLOWS Providence/Wyser-Pratte April 10, 1997 Page Two April 9, 1997 Mr. C.J. Silas Chairman of the Board of Directors COMSAT Corporation 6560 Rock Spring Drive Bethesda, Maryland 20817 Dear Mr. Silas: We note press reports on comments made by COMSAT's representatives that our proposals may require three separate proxy contests over the next six to nine months and, as such, are wasting money and distracting management. We do not agree that consideration of our proposals would be a waste of money or a distraction. Nevertheless, we would be willing to drop our call for a Special Meeting if the Board of COMSAT agreed (i) to schedule its 1997 Annual Meeting by Monday, June 9, 1997 and (ii) to remove the restrictions on the voting rights of shareholders who own more than 5% of the Company's shares. We look forward to the favor of your reply to our suggestion, not later than 5:00 p.m. Friday, April 11, 1997. Sincerely, /s/ Herbert A. Denton /s/ Guy P. Wyser-Pratte Herbert A. Denton Guy P. Wyser-Pratte President President Providence Capital, Inc. Wyser-Pratte & Co. cc: The Board of Directors of COMSAT Corporation Providence/Wyser-Pratte April 10, 1997 Page Three ADDITIONAL INFORMATION Mr. Guy P. Wyser-Pratte owns beneficially 1,253,400 shares of common stock, representing approximately 2.56% of COMSAT. This includes shares owned directly by Mr. Wyser-Pratte and shares owned by investment partnerships and other managed accounts for which affiliates of Wyser-Pratte & Co., Inc. are the general partner or investment manager. Other than Mr. Wyser-Pratte, no other officer of Wyser-Pratte & Co., Inc. owns any common shares of COMSAT. The principal offices of Wyser-Pratte & Co., Inc. are located at 63 Wall Street, New York, NY 10005. Providence Capital, Inc. owns beneficially 11,100 common shares of the Company and options to purchase 40,000 additional common shares. Providence Investors, LLC, a private investment vehicle organized as a limited liability company of which Mr. Herbert Denton is a managing member, owns 25,000 shares of the Company's common stock and options to purchase 5,000 additional shares of common stock. Mr. William Tapert, an employee of Providence Capital, Inc. owns options to purchase 2,000 common shares. Mr. Gregory Morey, a managing member of Providence Investors, LLC, owns 2,500 common shares. The three managing members of Providence Investors, LLC, -- Mr. Denton, Mr. Morey and Mr. Frederick Whitridge, Jr. -- each own 11.1% of Providence Investors, LLC. Mr. Denton owns 100% of Providence Capital, Inc. Except for Mr. Tapert and Mr. Morey, none of the managing members of Providence Investors, LLC and none of the officers or employees of Providence Capital, Inc.own any shares of the Company's common stock. The principal offices of Providence Capital, Inc. and Providence Investors, LLC are located at 730 Fifth Avenue, New York, NY 10019. Other participants may include Eric Longmire, Senior Managing Director of Wyser-Pratte & Co., Inc. and Adam Weiss, an employee of Providence Capital, Inc. -----END PRIVACY-ENHANCED MESSAGE-----