Unassociated Document
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)
August
6, 2007
PRICE
COMMUNICATIONS CORPORATION
(Exact
name of registrant as specified in its charter)
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New
York
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1-8309
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13-2991700
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(State
of other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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45
Rockefeller Plaza
New
York, New York 10020
(Address
of principal executive offices)(Zip code)
(212)
757-5600
(Registrant's
telephone number, including area code)
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(Former
name or former address, if changed since last
report)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
8.01. Other Events.
As
previously disclosed, the close of business on August 7, 2007 was the last
day
of trading of the common stock of Price Communications Corporation, a New York
corporation (the “Company”), over the counter on the Pink Sheets (where it
traded under the symbol PCMC.PK), and the Company’s share transfer books were
closed and share transfers were discontinued as of the close of business on
such
date.
On
or
about August 8, 2007, the Company made a liquidating distribution to its
shareholders of record as of the close of business on August 7, 2007 of an
aggregate of (i) 29,473,130 shares of common stock of Verizon Communications
Inc., which shares were received by the Company in connection with its
transaction with Verizon Communications Inc. (the “Verizon Stock Distribution”),
and (ii) $54,197,206 in cash (the “Cash Distribution”). The Verizon Stock
Distribution and the Cash Distribution represented a liquidating distribution
to
the Company’s shareholders of all of the Company’s remaining cash, Verizon
Communications Inc. stock and other assets (other than cash and certain other
assets valued at approximately $28 million which were deposited in the Price
Communications Corporation Liquidating Trust (the “Liquidating Trust”) on or
about August 8, 2007, as described below).
Each
shareholder of record of the Company as of the close of business on August
7,
2007 is entitled to receive (i) as its share of the Verizon Stock Distribution,
0.522 shares of common stock of Verizon Communications Inc. per share of
the
Company’s common stock owned of record by such shareholder as of the close of
business on August 7, 2007, (ii) as its share of the Cash Distribution, $0.96
cash per share of the Company’s common stock owned of record by such shareholder
as of the close of business on August 7, 2007, and (iii) the right to receive
future liquidating distributions, if any (the “Future Distributions”), of any
assets deposited in the Liquidating Trust. As a condition to receipt of the
Verizon Stock Distribution, the Cash Distribution and any Future Distributions,
each shareholder of record of the Company will be required to complete a
letter
of transmittal, which will be mailed to the shareholders of record as of
the
close of business on August 7, 2007 by the Company’s transfer agent,
Computershare Trust Company, N.A., on or about August 8, 2007, and (if such
shareholder’s shares of the Company’s common stock are held in certificated
form) to surrender to the transfer agent such shareholder’s stock certificates
of the Company (or furnish the transfer agent with evidence satisfactory
to it
of the loss, theft
or
destruction of such stock certificates). The shares of Verizon Communications
Inc. common stock distributed to each shareholder of record as part of the
Verizon Stock Distribution will be issued in the name of each such shareholder
on or about August 8, 2007 but will not be delivered to such shareholder
but
will rather be retained by the Company’s transfer agent as restricted shares
which are not transferable by such shareholder unless and until such shareholder
completes the letter of transmittal and surrenders to the transfer agent
such
shareholder’s stock certificates of the Company (or furnishes to the transfer
agent evidence satisfactory to it of the loss, theft
or
destruction of such stock certificates).
As
previously disclosed, the close of business on August 7, 2007 was the record
date for the Verizon Stock Distribution, the Cash Distribution and any Future
Distributions. A shareholder who sold its shares on or prior to the close of
business on August 7, 2007 will not be entitled to receive these
distributions.
The
Liquidating Trust was established pursuant to a Liquidating Trust Agreement
dated as of August 6, 2007 (the “Liquidating Trust Agreement”) between the
Company and PCC Liquidation LLC, a New York limited liability company, as
trustee of the Liquidating Trust (the “Trustee”). On or about August 8, 2007,
the Company deposited in the Liquidating Trust cash and certain other assets
valued at approximately $28 million, to be applied to or reserved for actual
or
contingent liabilities of the Company. Each shareholder of record of the Company
as of the close of business on August 7, 2007 is entitled to receive one unit,
representing a beneficial interest in the Liquidating Trust, in cancellation
of
each of its shares of the Company’s common stock, and will be entitled at one or
more later dates to receive as Future Distributions a pro rata share of assets
deposited in the Liquidating Trust that are not actually required to pay the
Company’s liabilities, if, as and when determined by the Trustee. As stated
above, the receipt of any such Future Distributions is conditioned upon a
shareholder completing a letter of transmittal and surrendering to the Company’s
transfer agent such shareholder’s stock certificates of the Company (or
furnishing the transfer agent with evidence satisfactory to it of the loss,
theft or destruction of such stock certificates). Interests in the liquidating
trust will not be transferable (other than by will, intestate succession or
operation of law), tradable or certificated.
The
Trustee shall be compensated at a rate of $700,000 per year, payable monthly,
for serving as trustee under the Liquidating Trust, which amount was determined
by the Board of Directors of the Company. The members of the Trustee are Robert
Price, the President, Chief Executive Officer and Treasurer and a Director
of
the Company, and Kim I. Pressman, the Executive Vice President and Chief
Financial Officer and a Director of the Company. Of the $700,000 annual
compensation, $400,000 shall be paid to Robert Price and $300,000 shall be
paid
to Kim I. Pressman, as members of the Trustee. The Trustee shall be entitled
to
reimbursement from the amounts held in the Liquidating Trust for all such
compensation and for all of its out-of-pocket expenses incurred in acting as
Trustee under the Liquidating Trust Agreement.
On
August
6, 2007, the Board of Directors of the Company approved (i) a one-time severance
bonus of $100,000 to each of the “independent” members of the Board of Directors
of the Company, and (ii) an additional $50,000 one-time severance bonus to
each
of the members of the Audit and Finance Committee of the Company, for work
since
commencement of the Company’s transaction with Verizon Communications Inc. in
2000. These bonuses were paid on August 8, 2007, prior to the Company’s deposit
of cash and certain other assets into the Liquidating Trust.
ITEM
9.01. Financial Statements and Exhibits
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Exhibit
99.1 |
Liquidating
Trust Agreement, dated as of August 6, 2007, between Price Communications
Corporation and PCC Liquidation LLC, as
trustee.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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PRICE
COMMUNICATIONS CORPORATION
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(Registrant)
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August
9, 2007
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/s/
Kim I. Pressman
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Date
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Kim
I. Pressman
Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
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99.1 |
Liquidating
Trust Agreement, dated as of August 6, 2007, between Price Communications
Corporation and PCC Liquidation LLC, as
trustee
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