-----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, KvnDkpdoIGWeBO/Pt9Y7R1T4R0SL99h8jOgV2MXbT2/Kff5km38e9+E7kaL8tq7c 4KP5PLqKKOEymbbKXDtmqw== 0001012975-06-000133.txt : 20060317 0001012975-06-000133.hdr.sgml : 20060317 20060317124519 ACCESSION NUMBER: 0001012975-06-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060317 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 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: 06694818 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 e8387385v1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) March 16, 2006 ------------------------------- Price Communications Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-8309 13-2991700 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 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 ----------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. A copy of the press release issued by Price Communications Corporation on March 16, 2006, announcing its earnings for the quarter and year ended December 31, 2005, is included herewith as Exhibit 99.1 and is incorporated herein by reference. The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following documents are included as exhibits to this report: 99.1 Press release issued March 16, 2006. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PRICE COMMUNICATIONS CORPORATION ----------------------------------------- (Registrant) March 16, 2006 /s/ Kim I. Pressman - ----------------------------------- ----------------------------------------- Date Kim I. Pressman Executive Vice President and Chief Financial Officer EXHIBIT INDEX ------------- EXHIBIT ------- 99.1 Press release issued March 16, 2006. EX-99.1 2 e8387385ex991.txt PRESS RELEASE PRICE COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- News Release Contact: March 16, 2006 Robert Price 212-757-5600 PRICE COMMUNICATIONS CORPORATION REPORTS RESULTS FOR QUARTER AND YEAR Price Communications Corporation (NYSE:PR) reported income from its partnership with Verizon of $8.5 million for the quarter and $33.8 million for the year ended December 31, 2005. The following table presents selected financial data for the periods:
--------------------------------------------- Three Months Ended Year Ended December 31, December 31, --------------------------------------------- (000's) --------------------------------------------- 2005 2004 2005 2004 ----------- ---------- ---------- -------- Income from partnership $8,498 $8,344 $33,822 $33,332 Loss on impairment in value of partnership* (289,600) -- (289,600) -- Other (expense) income, net (4,955) 3,889 (1,575) 12,526 Income tax benefit (expense) 92,040 (4,055) 85,883 43,030 Net (loss) income (195,968) 6,273 (182,640) 72,276 Net (loss) income per share (basic) $(3.49) $0.11 $(3.25) $1.28 Weighted average shares outstanding 56,227 56,234 56,227 56,406
*Loss based upon the estimated value of the Company's Verizon partnership interest as if the exchange for VZ stock had been made at December 31, 2005, when Verizon stock closed at $30.12. On March 15, 2006 Verizon common stock closed at $34.39, which would have made the loss smaller. Net loss for the year and quarter ended includes an other-than-temporary loss on impairment in value of the Verizon partnership interest, based upon the value of the Verizon common stock at December 31, 2005, which was $30.12. The Company expects to receive Verizon common stock in exchange for its partnership interest in August of 2006. The Company also had a loss on investments which it has recognized as other-than-temporary of $5.5 million which is included in other (expense) income. On August 15, 2002 Price Communications Corporation completed its transaction with Verizon, under which the cellular telephone assets of its Price Communications Wireless subsidiary were exchanged for a preferred limited partnership interest in a new partnership controlled by Verizon Wireless. This interest will be exchanged in 2006 into the common stock of Verizon Communications, Inc. The board of directors of the Company has determined to pursue dissolution of the Company which it will present to shareholders for a vote prior to August 2006 which requires 66 2/3% of the outstanding shares. It is in the process of preparing the necessary documents for filing with the SEC. Price Communications Corporation is a New York based corporation and trades on the NYSE. 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 This press release contains certain forward-looking statements. Actual results may differ materially from those projected or implied in such forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results. These risks and uncertainties are discussed in the Company's SEC filings, including, but not limited to, the Company's Annual Report on Form 10-K. 45 Rockefeller Plaza, New York, New York 10020 -----END PRIVACY-ENHANCED MESSAGE-----