EX-99.1 17 dex991.txt FORM OF PRICE COMMUNICATIONS PROXY CARD EXHIBIT 99.1 PRICE COMMUNICATIONS CORPORATION 45 Rockefeller Plaza New York, New York 10020 PROXY--ANNUAL MEETING OF SHAREHOLDERS--JULY 23, 2002 The undersigned hereby appoints Robert Price and Kim I. Pressman and each of them, with full power of substitution, proxies of the undersigned to vote all shares of Common Stock of Price Communications Corporation (the "Company") that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of the Company to be held on July 23, 2002, at 10:00 a.m. local time, at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036-8299 and at any postponement or adjournment thereof. The undersigned hereby revokes any proxy heretofore given with respect to such shares. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS This Proxy, when properly executed and returned, will be voted in the manner directed below. If no direction is made, this Proxy will be voted FOR the proposals. Asset Contribution and Exchange The Board of Directors recommends a vote FOR the following proposals: FOR AGAINST (1) The contribution of the wireless business of Price Communications to Verizon Wireless of the East LP. [ ] [ ] (2) The possible exchange of the preferred interest for common stock of Verizon Communications Inc. [ ] [ ]
APPROVAL OF THE PROPOSED ACQUISITION OF THE WIRELESS BUSINESS OF PRICE COMMUNICATIONS BY VERIZON WIRELESS OF THE EAST IS CONDITIONED UPON APPROVAL OF BOTH THE ASSET CONTRIBUTION AND THE POSSIBLE EXCHANGE FOR VERIZON COMMUNICATIONS COMMON STOCK. IF YOU DO NOT VOTE IN FAVOR OF BOTH OF THESE PROPOSALS, YOU WILL, IN EFFECT, BE VOTING AGAINST THE ENTIRE TRANSACTION. ----------------- Election of Directors The Board of Directors recommends a vote FOR the election of the nominees. FOR WITHHOLD NOMINEE: Robert Price (Class C), Kim I. Pressman (Class C), all nominees AUTHORITY Stuart B. Rosenstein (Class A) and John Deardourff (Class A) (except as to vote for written in all nominees the space below) (To withhold authority to vote for any individual nominee, put that [ ] [ ] nominee's name on the following line:) ___________________________________________________________________________________
----------------- Other Proposals The Board of Directors recommends a vote FOR the following proposal: FOR AGAINST In their discretion, to consider and act upon any other matter which may properly come before the meeting or any adjournment thereof. [ ] [ ]
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is given, this proxy will be voted FOR the nominees listed. _____________________________________ _____________________________________ Signature(s) of Shareholder(s) _____________________________________ _____________________________________ Print Name(s) of Shareholder(s) Please sign your name exactly as it appears hereon. If shares are registered in more than one name, each joint owner or fiduciary should sign. When signing as attorney, executor, administrator, trustee, personal representative, agent or guardian, please give your full title as it appears hereon. Dated , 2002. 2