SCHEDULE 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ATLANTIC TELE-NETWORK, INC.
---------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee |as paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[LOGO] ATN
Atlantic-Tele-Network, Inc.
ATLANTIC TELE-NETWORK, INC.
19 Estate Thomas
Havensight
P.O. Box 12030
St. Thomas, U.S. Virgin Islands 00801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 2002
April 9, 2002
To the Stockholders of
ATLANTIC TELE-NETWORK, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders of
ATLANTIC TELE-NETWORK, INC., a Delaware corporation (the "Company"), which will
be held at the office of American Stock Exchange 86 Trinity Place, New York,
New York, 10006 on Monday, May 13, 2002, at 10:00 A.M., for the following
purposes:
1. To elect four directors of the Company to hold office until the next
annual meeting of stockholders and until their respective successors are
elected and qualified;
2. To transact any other business that may properly come before the meeting
or any adjournment or postponement thereof.
Stockholders of record at the close of business on March 22, 2002 will be
entitled to vote at the meeting. During the ten days prior to the meeting, a
list of such stockholders will be available for inspection at the offices of
The Bank of New York, 101 Barclay Street, New York, New York 10286.
Whether or not you expect to attend the meeting, please complete, date and
sign the enclosed proxy card and mail it promptly in the enclosed postage
prepaid envelope.
By Order of the Board of Directors
Cornelius B. Prior, Jr.
Secretary
ATLANTIC TELE-NETWORK, INC.
19 Estate Thomas
Havensight
P.O. Box 12030
St. Thomas, U.S. Virgin Islands 00801
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") for use at the Annual Meeting of Stockholders of ATLANTIC
TELE-NETWORK, INC., a Delaware corporation (the "Company"), to be held on May
13, 2002 at 10:00 a.m. for the purposes set forth in the accompanying Notice of
Annual Meeting, or at any adjournment thereof. It may be revoked, by written
notice or by furnishing a proxy subsequent in time, at any time prior to its
use. All shares represented at the meeting by properly executed proxies will be
voted as specified and, unless otherwise specified, will be voted FOR the
election of the nominees set forth herein under "Election of Directors" and in
the discretion of the appointed proxies on any other matter that may properly
come before the meeting.
Only stockholders of record at the close of business on March 22, 2002 will
be entitled to vote at the meeting. On that date, 4,995,559 shares of common
stock, par value $.01 per share (the "Common Stock"), were outstanding, each
such share of stock having one vote.
The election of directors requires a plurality of the votes cast. The Board
of Directors recommends that you vote "FOR" the election of each of the
nominees to the Board. Votes will be tabulated by inspectors of election
appointed by the Company's Board of Directors. Except for quorum purposes,
abstentions and votes withheld will have no legal effect.
This Proxy Statement, the attached Notice of Annual Meeting and the enclosed
proxy card are first being mailed to stockholders of the Company on or about
April 12, 2002.
The Company will bear the cost of this solicitation of proxies. Proxies may
be solicited by mail, personal interview, telephone and telegraph by directors,
officers and employees of the Company and its subsidiaries without receiving
additional compensation. Upon request, the Company will also reimburse brokers
and others holding stock in their names, or in the names of nominees, for
forwarding proxy materials to their principals.
1
Principal Stockholders
The following table lists the beneficial ownership of each person or group
who, as of March 31, 2002, owned, to the Company's knowledge, more than five
percent of the Company's Common Stock:
Amount and
Nature of
Beneficial Percentage
Name and Address of Beneficial Owner Ownership of Security
------------------------------------ ---------- -----------
Cornelius B. Prior, Jr.............. 3,118,184(1) 62.4%
19 Estate Thomas Havensight
P.O. Box 12030
St. Thomas, U.S. Virgin Islands
00801
FMR Corp............................ 498,220(2) 9.97%
82 Devonshire Street
Boston, MA 02019
--------
(1) Includes 4,120 shares owned by Mr. Prior's children; 200 shares owned by
Gertrude Prior, Mr. Prior's wife; 21,300 shares owned by Mr. Prior in an
Individual Retirement Account, and 11,000 shares owned by Tropical Aircraft
Company (Mr. Prior owns 90% of the outstanding capital stock of Tropical
Aircraft Company), as to all of which Mr. Prior disclaims beneficial
ownership.
(2) Based on information as of December 31, 2001, contained in a Schedule 13G
Statements filed with the Securities and Exchange Commission.
ELECTION OF DIRECTORS
Four directors are to be elected at the meeting to hold office until the
next annual meeting of stockholders and until their respective successors are
elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote FOR the election of the nominees listed below. It is
not expected that any of the nominees will become unavailable for election as a
director, but, if any nominee should become unavailable prior to the meeting,
proxies will be voted for such persons as the Company's Board of Directors
shall recommend.
The nominees, and certain information supplied by them to the Company, are
as follows:
Ernst A. Burri
Cornelius B. Prior, Jr.
Charles J. Roesslein
Henry Wheatley
All of the nominees have been unanimously approved by the Board of Directors.
Ernst A. Burri, 58, retired as president of CODETEL, the leading
telecommunications carrier in the Dominican Republic and a subsidiary of GTE
Corporation, on December 31, 1997. Mr. Burri served in GTE Corporation for 25
years in many domestic and international assignments and was president of
CODETEL since January 1991. He is currently an independent consultant and
President of the Board of Directors of Consortium Ecoenergetico Dominicano,
S.A., a corporation involved in energy projects in the Dominican Republic. Mr.
Burri has been a director of the Company since May 18, 1998 and is a member of
the Board's Audit and Compensation Committee.
Cornelius B. Prior, Jr., 68, has been Chief Executive Officer and Chairman
of the Board of the Company since December 30, 1997. From June 30, 1987 to
December 1997 he was Co-Chief Executive Officer and President of the Company.
He was Chairman of the Board of the Virgin Islands Telephone Corporation
("Vitelco"), which was then a subsidiary of the Company, from June 1987 to
March 1997 and became Chairman of the Board of Guyana Telephone and Telegraph
Company Limited ("GT&T"), a subsidiary of the Company, in
2
April 1997. From 1980 until June 1987, Mr. Prior was a managing director and
stockholder of Kidder, Peabody & Co. Incorporated, where he directed the
Telecommunications Finance Group. Mr. Prior is currently a Trustee of Holy
Cross College, The Antilles School, The Peter Gruber Foundation, and a member
of the Visiting Committee to the Harvard Law School. He was recently elected
Chairman of the Caribbean Association of National Telephone Organization
(CANTO).
Charles J. Roesslein, 53, retired as an officer of SBC Communications, Inc.
in December 2000. During his last ten years with SBC, Mr. Roesslein held a wide
variety of network, public affairs, strategic planning, corporate development,
and finance assignments for SBC and its subsidiary companies, including vice
president-chief financial officer and treasurer of Southwestern Bell Telephone
Company and president and chief executive officer of companies responsible for
strategic planning for the SBC company and the operation of SBC's cable
television businesses and internet service provider business. Mr. Roesslein is
a member of the Engineering Foundation Advisory Council of the University of
Texas at Austin's College of Engineering. He was during 1998-99, a member of
Texas Governor George W. Bush's Science & Technology Council, and he serves on
the board of directors of National Instruments Corporation, a manufacturer of
automated test and manufacturing equipment. Mr. Roesslein was elected to the
Board of Directors on April 8, 2002 to fill a vacancy arising from the
resignation of J. B. Ellis.
Henry Wheatley, 70, has been the President of Wheatley Realty Corporation
since 1973 where he manages the development of shopping centers. Mr. Wheatley
is also Chairman of the Board of Coral World (Virgin Islands), Inc., and has
been vice president and trustee of Islands Resources Foundation since 1972. Mr.
Wheatley has been a director of the Company since December 30, 1997. He was a
director of the Virgin Islands Telephone Corporation from 1994 to December 30,
1997 and is a member of the Board's Audit and Compensation Committee.
Additional Information Relating to the Board of Directors
During 2001, there were nine meetings of the Board of Directors and four
meetings of the Board's Audit and Compensation Committee.
The Board does not have a standing nominating committee or any other
committee performing similar functions.
3
Security Ownership of Management
The following table shows the beneficial ownership, to the best of the
Company's knowledge, of the Company's Common Stock by the directors and
executive officers of the Company as of March 20, 2002:
Amount and Nature of Percent of
Name Beneficial Ownership Security
---- -------------------- ----------
Ernst A. Burri.......................................... 5,360(1) *
James B. Ellis.......................................... 10,718(2) *
Lawrence Fuccella....................................... -- --
Richard Hanscom......................................... 4,000
Cornelius B. Prior, Jr.................................. 3,118,184(3) 62.4%
Steven Ross............................................. 100 --
Chareles J. Roesslein................................... -- --
Lewis A. Stern.......................................... 66,667(5) 1.3%
Henry U. Wheatley....................................... 10,718(4) *
All Directors and Executive Officers of the Company as a
Group (7 Persons)..................................... 3,215,747(3)(6)(5) 64.4%
--------
* Less than 1%.
(1) Represents shares held in the Company's Directors' Remuneration Plan.Under
the Plan (see also "Compensation of Directors") the director has a vested
interest in the Shares and a right to receive the dividends thereunder but
may not vote or dispose of the shares until the Payment Commencement Date
(as defined under the Plan).
(2) Includes 6,315 shares held in the Company's Directors' Remuneration Plan.
(3) Includes 4,120 shares owned by Mr. Prior's children; 200 shares owned by
Gertrude Prior, Mr. Prior's wife; 21,300 shares owned by Mr. Prior in an
Individual Retirement Account, and 11,000 shares owned by Tropical Aircraft
Company (Mr. Prior owns 90% of the outstanding capital stock of Tropical
Aircraft Company), as to all of which Mr. Prior disclaims beneficial
ownership.
(4) Includes 8,036 shares held in the Company's Directors' Remuneration
Plan.Under the Plan (see also "Compensation of Directors") the director has
a vested interest in the Shares and a right to receive the dividends
thereunder but may not vote or dispose of the shares until the Payment
Commencement Date (as defined under the Plan).
(5) Represents shares issuable under options granted under the Company's 1998
Stock Option Plan which Mr. Stern claims were exercisable on March 20, 2002
but as to which the Company disagrees.
(6) Includes shares held by directors in the Company's Directors' Remuneration
Plan and shares issuable under options granted under the Company's 1998
Stock Option Plan which may become exercisable on March 20, 2002.
4
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the compensation paid by
the Company for the last three fiscal years to the Chief Executive Officer of
the Company, and each of the Company's four most highly paid executive officers
(other than the CEO) who was an executive officer of the Company at December
31, 2001:
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
--------------------- ------------
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options(a) Compensation(b)
--------------------------- ---- -------- ------- ------------ ---------------
Cornelius B. Prior, Jr. 2001 $350,000 -- -- $24,000
Chairman of the Board, and 2000 $350,000 -- -- $24,000
Chief Executive Officer 1999 $350,000 -- -- $24,000
Lewis A. Stern 2001 $124,731 -- -- $18,710
Vice President--Finance and 2000 $136,635 -- 100,000 $20,495
Chief Financial Officer
Steven M. Ross 2001 $150,000 $10,000 -- $23,775
Treasurer, Chief Accounting Officer and 2000 $120,000 $30,000 25,000 $22,499
Acting Chief Financial Officer 1999 $ 99,373 $25,000 -- $18,656
Lawrence Fuccella 2001 $136,154 -- -- $20,423
Vice-President 2000 $150,000 -- -- $22,500
1999 $150,000 -- -- $24,000
Richard Hanscom 2001 $100,000 $10.000 -- $16,500
Vice-President 2000 $100,058 $10,000 -- $16,508
1999 $ 57,974 -- -- --
--------
(a) Consists of options to purchase Common Stock of the Company granted under
the Company's 1998 Company Stock Option Plan.
(b) Consists of Company contributions under a qualified SEP IRA (see "Benefit
Plans").
Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values
The following table contains information for each of the named executive
officers concerning the exercise of options during 2001 and the value of
unexercised options at year-end for the Company's Common Stock. The table does
not reflect any of the 100,000 shares underlying options unexcercised which Mr.
Stern claims he holds but which the Company does not believe he does.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
---- --------------- -------- ----------------- -----------------
Lawrence Fuccella...................... 7,500 $29,063 0/2,500 0/$10,462
Steven Ross............................ 6,250 $24,906 0/18,750 0/$75,469
5
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of the Company's Common Stock.
Directors, officers and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, during the Company's fiscal year ended
December 31, 2001, all Section 16(a) filing requirements as well as all
American Stock Exchange filing requirements applicable to its directors,
officers and ten-percent stockholders have been satisfied. However, the
following forms were filed late: forms 3 with respect to the election of
Christopher J. Kolm and Lawrence G. Stewart as executive officers; forms 4 with
respect to the acquisition by Tropical Aircraft, Inc. of 675 shares of common
stock in May 2001 and with respect to the sale by Lawrence Fuccella of 5,000
shares of common stock in July 2001 and 2,500 shares of common stock in
November 2001.
In making these statements, the Company has relied upon written
representations of its directors, officers and ten-percent stockholders and
copies of reports they have filed with the SEC.
Benefit Plans
Until December 30, 1997, Company employees were covered by the Atlantic
Tele-Network, Inc. Defined Benefit Plan for Salaried Employees; however, as of
the consummation on that date of the spin-off of Emerging Communications, Inc.
("ECI") with the U.S. Virgin Islands operation of the Company and its
subsidiaries, all obligations for that plan were assumed by ECI. Since January,
1998, the Company has provided a Simplified Employee Pension Plan, commonly
know as SEP-IRA, for its employees. The plan provides for contribution
percentages of 0% to 15% of compensation, up to a maximum contribution of
$24,000 per participant. Any Company contributions made to the SEP-IRA, with
the same percentage of compensation contributed for each employee, are subject
to the limits noted above.
Pursuant to Mr. Prior's employment contract with a subsidiary of the
Company, he was entitled upon retirement from that subsidiary to a supplemental
pension benefit over and above the benefits provided under a defined benefit
plan maintained by that subsidiary. In the split-up of the Company in December
1997, that subsidiary became a subsidiary of Emerging Communications, Inc., and
Mr. Prior retired from the employ of that subsidiary. Mr. Prior has brought
suit against that subsidiary for payment in a lump sum of his supplemental
pension benefits which have been calculated to be approximately $725,000 as of
October 1, 1998. That subsidiary has denied responsible for payment of Mr.
Prior's supplemental pension and, among other things, has asserted that in the
split-up of the Company in December 1997, the obligation for Mr. Prior's
supplemental pension became an obligation of the Company. If the subsidiary
should succeed with its defense against Mr. Prior's claim, the Company may be
obligated to pay the supplemental pension benefit to Mr. Prior.
Compensation Committee Interlocks and Insider Participation
The members of the Company's Audit and Compensation Committee in 2001 were
J.B. Ellis, Chairman, Ernst Burri and Henry Wheatley. To the Company's
knowledge, during or prior to the Company's fiscal year ended December 31,
2001, none of these members were an officer or employee of the Company or its
subsidiaries and had no relationships requiring disclosure under the Exchange
Act. In making these statements, the Company has relied upon written
representations of its directors.
Audit and Compensation Committee Report on Executive Compensation
One of the functions of the Audit and Compensation Committee (the
"Committee") is to review the compensation of the senior management of the
Company. In March 2002, the Committee reviewed the compensation of the chief
executive officer and the other executive officers of the Company in the light
of the
6
Committee members' own business experience, and the chief executive officer's
recommendation as to the compensation for each of the officers. The Committee
determined that no adjustment should be made in the current compensation levels
of the chief executive officer and agreed with the chief executive officer's
recommendation as to the compensation of the other executive officers of the
Company, and so recommended to the Board.
The Committee also administers the Company's 1998 Stock Option Plan. On
March 2001, the Committee granted options on 25,000 shares of common stock
under this Stock Option Plan to Christopher J. Kolm, Chief Operating Officer of
the Company.
The Committee considers that stock options under the 1998 Stock Option Plan
will be a useful long term incentive for key employees of the Company,
including executive officers. The number of shares for which options will be
granted to executive officers will be determined by the Committee based on
performance, potential and other subjective factors. However, no set criteria
will be used and other factors may influence the Committee's determination with
respect to the number of shares granted, such as the promotion of an individual
to a higher position, a desire to retain a valued executive or the number of
shares then available for grant under the Plan.
Another role of the Committee is to evaluate audit performance, handle
certain relations with the Company's independent accountants and evaluate
policies and procedures relating to internal accounting functions and controls.
This section of the report relates to the activities taken by the Audit
Committee in fulfilling such role.
The Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. The Company's management has the primary
responsibility for the financial statements and reporting process, including
the Company's systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed with management the audited financial
statements included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2001. This review included a discussion of the quality and the
acceptability of the Company's financial reporting and controls.
The Committee also reviewed with the Company's independent accountants, who
are responsible for expressing an opinion on the conformity of the Company's
audited financial statements with generally accepted accounting principles,
their judgments as to the quality and the acceptability of the Company's
financial reporting and such other matters as are required to be discussed with
the Committee under generally accepted auditing standards including Statement
on Auditing Standards No. 61. In addition, the Committee discussed with the
independent accountants their independence from management and the Company,
including the matters in their written disclosures required by the Independence
Standards Board including Standard No. 1.
The Committee further discussed with the Company's Chief Accounting Officer
and independent accountants the overall scope and plans for their respective
audits. The Committee meets periodically with the Chief Financial Officer,
Chief Accounting Officer and independent accountants to discuss the results of
their examinations, their evaluations of the Company's internal controls, and
the overall quality of the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 2001 for filing with the Securities and Exchange Commission.
Audit and Compensation Committee:
James B. Ellis, Chairman
Ernst Burri, Member
Henry Wheatley, Member
7
Compensation of Directors
Directors who are not officers or employees of the Company (each an
"Eligible Director") are paid an annual retainer of $40,000 plus $3,000 for
each meeting of the Board of Directors they attend and $1,500 for each
telephonic meeting in which they participate. All Eligible Directors have the
option under a Director's Remuneration Plan adopted by the Board in 1999 of
receiving either 50% or 100% of their annual retainer in the form of Company
Common Stock on a deferred basis. For purposes of these elections, such stock
is valued at the mean between the high and low reported sales prices of such
stock in the last trading day in the month preceding the date of the election.
In addition, future Eligible Directors will be given a one time grant of 1,000
shares of Company Common Stock upon their initial election or appointment to
the Board which will vest (i) two years after such grant based on continuous
service on the Board, (ii) upon termination of service on the Board by reason
of death or permanent disability or (iii) upon a change of control, as defined
under the Directors' Remuneration Plan (the "Plan").
All Eligible Directors have elected to defer either 50% or 100% of their
unpaid annual retainer for 2001-2002 in the form of Company Common Stock under
the Plan.
Mr. Roesslein performed consulting services for the Company during 2001. He
received $18,000 for those services in 2001. Mr. Burri also performed
consulting services for the Company. He received $2,000 for those services
during 2001.
8
SELECTION OF INDEPENDENT AUDITORS
Arthur Andersen LLP audited the Company's accounts for 1998, 1999, 2000 and
2001. Representatives from Arthur Andersen LLP will be present at the Annual
Meeting of Stockholders, will be given the opportunity to make a statement if
they so desire, and will be available to respond to any appropriate questions.
The Audit Committee of the Board recently recommended the appointment of
Arthur Andersen LLP as the Company's independent auditor for 2002. However, in
the light of recent developments the Board and the Audit Committee have decided
to defer the decision until later in the year. The Board has delegated to the
Audit Committee the responsibility to work with Management to review the
qualifications of the major national accounting firms to serve as the Company's
independent public accountants for the year 2002. The Audit Committee will
assemble a list of candidate firms, including Arthur Andersen LLP, will
evaluate their qualifications and will to make a recommendation to the full
Board. The Board's selection will be announced as soon as the Company completes
its deliberations.
Audit Firm Fee Summary for the year ended December 31, 2001
Arthur Deloitte &
Andersen LLP/(1)/ Touche LLP/(2)/ Total
---------------- -------------- ---------
Audit Fees.................................................. $145,170 $50,050 $195,220
Financial Information Systems Design and Implementation Fees $ 0 $ 0 $ 0
All Other Fees.............................................. $237,343 $ 4,500 $241,843
--------- -------- ---------
Total Fees Paid............................................. $382,513 $54,550 $437,063
--------
1. The principal auditor of Atlantic Tele-Network, Inc. and its subsidiaries
2. The audit firm for Guyana Telephone & Telegraph Company, Ltd. the principal
subsidiary of Atlantic Tele-Network, Inc.
The audit committee has considered whether the provision of non-audit
services by the company's principal auditor is compatible with maintaining
auditor independence.
9
PERFORMANCE GRAPH
On December 30, 1997, the Company was split into two separate public
companies. One, Emerging Communications, Inc. ("ECI"), contained all of the
Company's telephone operations in the U.S. Virgin Islands. The other, the
Company, continued all of the Company's operations in Guyana. In connection
with the transaction, the Company's Common Stock was reduced by 60% (in effect
a 1:2.5 reverse stock split).
The graph set forth below compares the cumulative total stockholder return
on the Company's Common Stock from December 31, 1996 through December 31, 2001
with the cumulative total return of the Standard and Poor's 500 Index, the
NASDAQ Telecommunications Index, the common stock of a peer groups of
companies, identified in the C.A. Turner Utility Reports of "small telephone
companies." In the current monthly report these telephone companies are:
Conestoga Enterprises, Inc., CT Communications, Inc., D&E Communications, Inc.,
Hector Communications Corp., Hickory Tech Corp., North Pittsburgh Sys, Inc.,
Ntelos, Inc., Surewest Communications Company, US LEC Corp., and Warwick Valley
Telephone Company ("The Peer Group Index"). The comparative data assumes
$100.00 was invested on December 31, 1996 in the Common Stock and in each of
the indices referred to above and assumes that dividends, if any, were
reinvested. Additionally, it assumes that the shares of ECI, issued in
connection with the Company's split off on December 30, 1997, were sold at the
close of the first day of trading of ECI and reinvested in the Company's Common
Stock.
[CHART]
Cumulative Total Return
----------------------------------------------------------------
12/96 12/97 12/98 12/99 12/00 12/01
----- ----- ----- ----- ----- -----
ATLANTIC TELE-NETWORK, INC. 100.00 71.31 60.35 64.71 76.60 113.57
S & P 500 100.00 133.36 171.47 207.56 188.66 166.24
NASDAQ TELECOMMUNICATIONS 100.00 145.97 241.58 431.01 183.57 122.90
PEER GROUP 100.00 96.67 100.55 132.73 104.30 126.10
Other Matters
While management knows of no other issues, if any other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the proxy in accordance with their judgment on such
matters.
10
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
All suggestions from stockholders are given careful attention. Proposals
intended for consideration at next year's Annual Meeting of Stockholders should
be sent to the Company's Secretary at 19 Estate Thomas, Havensight, P.O. Box
12030, St. Thomas, U.S. Virgin Islands 00801 and must be received by December
31, 2002. Such proposals may be included in next year's proxy materials if they
comply with certain rules and regulations promulgated by the SEC.
By Order of the Board of Directors
CORNELIUS B. PRIOR, JR.
Secretary
April 9, 2002
11
Draft of Proxy Card
-------------------
ATLANTIC TELE-NETWORK, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 2002
The undersigned hereby appoints Cornelius B. Prior, Jr. and Steven M. Ross,
and each of them as Proxies, with full power of substitution, and hereby
authorizes them to represent and to vote, as directed below, all shares of
Common Stock of Atlantic Tele-Network, Inc. held of record by the undersigned on
March 22, 2002, at the Annual Meeting of Stockholders to be held on May 13, 2002
or any adjournments thereof, according to the number of votes the undersigned
would be entitled to vote if personally present, on the election of Directors
set forth below and in accordance with their discretion on any other matters
that may properly come before the meeting or any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice and Proxy Statement, dated
April 9, 2002, and the Annual Report to Stockholders for 2001.
(Continued on reverse side)
ATLANTIC TELE-NETWORK, INC.
P.O. BOX 10085
NEW YORK, NY 10203-0085
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
ELECTION OF FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ]
EXCEPTIONS* (as marked [ ]
DIRECTORS. listed below for all nominees listed below to the
contrary below)
Ernst A. Burri, Cornelius B. Prior, Jr. Charles J. Roesslein and Henry Wheatley
INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the
"Exceptions" box and write that nominee's name on the space provided below.
*EXCEPTIONS
--------------------------------------------------------------------
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THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL.
Change Of Address And/or
Comments Mark Here [ ]
Please sign exactly as your name appears on this Proxy. If adding as executor,
as administrator, trustee, guardian, etc., you should so indicate when signing.
If a corporation, please sign in the full corporate name, by duly authorized
officer. If a partnership, please sign the full partnership name by authorized
person. If shares are held jointly, each stockholder named should sign.
Dated: , 2002
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Signature
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Signature
Votes MUST be indicated (x) in Black or Blue Ink. [X]
PLEASE FILL IN, DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF RETURNED IN THE ACCOMPANYING ENVELOPE AND MAILED IN
THE UNITED STATES.