EXHIBIT 99.1
PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020
PROXY--ANNUAL MEETING OF SHAREHOLDERS-- , 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 , 2002, at
. 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.
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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:)
___________________________________________________________________________________
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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.
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