According to documents filed with federal regulators today, AirTouch CEO Sam Ginn will gain unrestricted access to nearly $100 million in unvested stock options as soon as the deal closes.
"Upon completion of the merger, all then unvested stock options granted under AirTouch's 1993 Long-Term Stock Incentive Plan will become fully vested and fully exercisable," says the proxy statement filed with the Securities and Exchange Commission.
Ginn's share of this plan is more than $68 million in regular stock options, and more than $30 million in restricted stock, according to the document.
Ginn has been the figure most responsible for peeling the mobile phone company away from its one-time parent, Pacific Telesis, and building it into a $55.6 billion firm in its own right.
Under the merged company, Ginn will retain a position as non-executive chairman of Vodafone AirTouch for at least two years.
The company filed a proxy statement laying out new details of the transatlantic merger today.
According to the documents, AirTouch and Vodafone had been discussing possible partnerships as far back as 1996 and throughout 1997. But without the incentive of other serious bidders for the wireless firm, executives couldn't come to any agreement.
Interest in AirTouch began heating up last September, when both Bell Atlantic and Vodafone began looking more seriously at the company. In late October, Ginn and Vodafone Group CEO Sam Gent spent time by telephone discussing a linkup, but failed once again to reach any pact, and agreed to end the talks.
Then along came Bell Atlantic. In early November, the U.S. local phone giant presented a first proposal to AirTouch, offering to merge its own wireless properties and those of GTE with AirTouch to form a new wireless phone company.
Management for the two companies negotiated through the end of December, with the focus switching to a stock-swap deal late in November.
On New Year's Eve, media reports started filtering out about the two company's negotiations, and Gent took notice. Within several days he had made another bid--and after a last-minute set of bidding-war skirmishes, the AirTouch board decided to go with Vodafone's bid of about $97 per share instead of with Bell Atlantic, which had bid just $83 per share.
The filing today also confirmed that MCI WorldCom CEO Bernard Ebbers called Ginn in the middle of the bidding war, saying his company might make its own proposal. Ebbers decided not to jump into the fray after just few days, however.
Stockholders from each company will meet in late May to vote on the merger. Vodafone's shareholder meeting is scheduled for May 24, while AirTouch will meet four days later on the 28th.
The deal has yet to be approved by U.S. and European regulators.