-----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, PBt3sibd9QRcFUZ22IOxA4yrO3BE5q18lCspP73lbygS6tT57xCsfELYEXLgpRDf T8tMIEhv5aQM5ihd+6n8Sg== 0000912057-02-027961.txt : 20020719 0000912057-02-027961.hdr.sgml : 20020719 20020719163647 ACCESSION NUMBER: 0000912057-02-027961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000355787 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 132991700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08309 FILM NUMBER: 02706841 BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLZ STREET 2: STE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 8-K 1 a2084885z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2002 Price Communications Corporation (Exact Name of Registrant as Specified in Charter) New York 1-8309 13-2991700 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 45 Rockefeller Plaza New York, New York 10020 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 757-5600 ITEM 5. OTHER EVENTS. On July 18, 2002, Price Communications Corporation ("Registrant"), Price Communications Cellular Inc., Price Communications Cellular Holdings, Inc. and Price Communications Wireless, Inc. entered into a letter agreement with Cellco Partnership and Verizon Wireless of the East LP with respect to the $350 million debt financing referred to in the Transaction Agreement dated as of December 18, 2001 (which was previously filed as Exhibit 10.1 to the Form 8-K of Registrant filed on January 4, 2002, File No. 001-08309), as amended by Amendment No. 1 dated as of April 15, 2002 (which was previously filed as Exhibit 2.1 to the Form 8-K of Registrant filed on April 22, 2002, File No. 001-08309). The full text of such letter agreement is attached hereto as Exhibit 2.1 and incorporated herein by reference. On July 19, 2002, Registrant issued a press release announcing updated estimates regarding the preferred return on the limited partnership interest described in the proxy statement/prospectus mailed to the shareholders of Registrant on or about June 7, 2002. The press release states that the meeting of Registrant's shareholders to consider approval of the transaction contemplated by the Transaction Agreement is to be held on July 23, 2002, with a closing expected on or about August 7, 2002 and a redemption of debt to occur on the following day. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. 2 ITEM 7. EXHIBITS. 2.1 Letter agreement dated July 16, 2002 between Cellco Partnership, Verizon Wireless of the East LP, Price Communications Corporation, Price Communications Cellular Inc., Price Communications Cellular Holdings, Inc. and Price Communications Wireless, Inc. 99.1 Press Release dated July 19, 2002. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 19, 2002 PRICE COMMUNICATIONS CORPORATION By: /s/ Kim Pressman ----------------------------------------- Kim Pressman Executive Vice President and Chief Financial Officer EX-2.1 3 a2084885zex-2_1.txt EXHIBIT 2.1 EXHIBIT 2.1 July 16, 2002 Mr. Robert Price Price Communications Corporation 45 Rockefeller Plaza New York, NY 10020 Dear Mr. Price: RE: NEW LP FINANCING We refer to our conversation on July 3, 2002 with respect to the $350 million debt financing referred to in the Transaction Agreement dated December 18, 2001 (as amended by an amendment dated April 15, 2002) among Price Communications Corporation, Price Communications Cellular Inc., Price Communications Cellular Holdings, Inc., Price Communications Wireless, Inc., Cellco Partnership and Verizon Wireless of the East LP (the "TRANSACTION AGREEMENT"). Capitalized terms used and not defined herein shall have the meanings given to such terms in the Transaction Agreement. Notwithstanding the terms set forth in the Transaction Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that: (1) New LP and Cellco are hereby released from their obligations under Section 2.06 of the Transaction Agreement. (2) Each of Cellco, New LP and each of the Price Corporations hereby agrees to use its commercially reasonable efforts to obtain the New LP Financing prior to the Closing from Goldman Sachs Credit Partners L.P., which has indicated its willingness to arrange such financing on a best efforts basis, or such other financial institution as to which the parties hereto may mutually agree, such agreement not to be unreasonably withheld. The terms of such New LP Financing shall be substantially as set forth in the draft term sheet dated as of July 15, 2002, provided by Goldman Sachs Credit Partners L.P. or on such other terms (which shall in any event contain the terms set forth in Section 2.06(a)(ii) of the Transaction Agreement) as the parties hereto may mutually agree, such agreement not to be unreasonably withheld. (3) Section 14.01 of the Transaction Agreement is hereby amended by inserting the following new condition at the end thereof: "(g) New LP shall have obtained the New LP Financing." (4) Such New LP Financing as may be obtained by New LP prior to the Closing (including, without limitation, any financing for which Goldman Sachs Credit Partners L.P. is the lead arranger) shall constitute the "Base Line Financing" for purposes of the Transaction Agreement, and such Base Line Financing shall be used for purposes of determining the "Rate Adjustment Percentage" pursuant to the New LP Agreement and the "Excess Financing Cost" pursuant to the Transaction Agreement. Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith. This letter agreement shall be governed by and construed in accordance with the law of the State of New York. Very truly yours, CELLCO PARTNERSHIP By: /s/ Margaret Feldman ---------------------------------- Name: Margaret Feldman Title: VP-Business Development VERIZON WIRELESS OF THE EAST LP By: Verizon Wireless of Georgia LLC, as General Partner By Cellco Partnership, as sole member of Verizon Wireless of Georgia LLC By: /s/ Margaret Feldman ---------------------------------- Name: Margaret Feldman Title: VP-Business Development Accepted and agreed as of the date first written above: PRICE COMMUNICATIONS CORPORATION. By: /s/ Robert Price --------------------- Name: Robert Price Title: 2 PRICE COMMUNICATIONS CELLULAR INC. By: /s/ Robert Price ------------------------ Name: Robert Price Title: 3 PRICE COMMUNICATIONS CELLULAR HOLDINGS, INC. By: /s/ Robert Price ---------------------------- Name: Robert Price Title: PRICE COMMUNICATIONS WIRELESS, INC. By: /s/ Robert Price ---------------------------- Name: Robert Price Title: 4 EX-99.1 4 a2084885zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 PRICE COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- NEWS RELEASE Contact: July 19, 2002 Robert Price 212-757-5600 PRICE COMMUNICATIONS CORPORATION ANNOUNCES UPDATED ESTIMATE OF PREFERRED RETURN Price Communications Corporation (NYSE:PR) announced today updated estimates regarding the preferred return on the limited partnership interest described in the Proxy Statement/Prospectus dated June 7, 2002. Under the agreement forming the new partnership, Verizon Wireless of the East, any profits of Verizon Wireless of the East are to be allocated on a preferred basis to Price Communications' capital account up to an amount equal to approximately 4.00% per annum. This maximum rate of profit allocation is subject to downward adjustment to cover a portion of the interest payable on a $350 million loan that Verizon Wireless of the East intends to obtain concurrently with the closing of the acquisition. Recent events in the capital markets have increased the borrowing costs for telecommunications companies generally. As a result, the cost of obtaining the $350 million loan is currently expected to be higher than originally estimated and these increased costs are expected to reduce the maximum preferred return to approximately 3.10%. This estimate is based on preliminary discussions with potential lenders. The actual final costs of the financing may vary from these estimates and therefore, the maximum preferred return may vary from this estimate. Price Communications Corporation operates cellular telephone systems in sixteen licensed service areas in Florida, Alabama, Georgia and South Carolina, covering approximately 3.4 million POPs. It operates under the CELLULARONE-Registered Trademark- service mark and participates in the North American Cellular Network. It began operation of cellular properties in 1988. It has entered into an agreement with Verizon Wireless to sell its cellular telephone systems by exchanging the assets of its Price Communications Wireless subsidiary for a preferred limited partnership interest in a new partnership controlled by Verizon Wireless. This interest will later be exchangeable into the common stock of Verizon Wireless upon completion of an IPO or the common stock of Verizon Communications, Inc. The transaction has received FCC approval and is now awaiting shareholder approval at its annual meeting of shareholders to be held on July 23, 2002 with a closing expected on or about August 7, 2002 and redemption of debt to occur on the following day. Price Communications Corporation is a New York Stock Exchange public company and it will continue to be listed on the New York Stock Exchange. It is also traded on the Chicago Stock Exchange (symbol: PR.M), the Boston Stock Exchange (symbol: PR.B), the Pacific Stock Exchange (symbol: PR.P), and trades in Euros on the Frankfurt and Munich Stock Exchanges. It is headquartered in New York City. 45 Rockefeller Plaza, New York, New York 10020 -----END PRIVACY-ENHANCED MESSAGE-----