<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998
REGISTRATION NO. 333-64773
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PRICE COMMUNICATIONS WIRELESS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 13-3956941
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of Classification Code Number) identification
incorporation or organization) number)
</TABLE>
SUBSIDIARY GUARANTOR REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY
EXACT NAME OF STANDARD I.R.S.
GUARANTOR REGISTRANTS STATE INDUSTRIAL EMPLOYER
AS SPECIFIED IN OF CLASSIFICATION IDENTIFICATION
THEIR RESPECTIVE CHARTERS FORMATION CODE NUMBER NUMBER
- ------------------------------------- ----------- --------------- ------------
<S> <C> <C> <C>
Panama City Communications, Inc. Florida 4812 59-2863688
Panama City Cellular Telephone Florida 4812 59-2881586
Company, Ltd.
Panhandle Cellular Partnership Florida 4812 65-0083886
Savannah Cellular Limited Partnership Delaware 4812 58-1896629
CEI Communications, Inc. Delaware 4812 94-3032437
Macon Cellular Telephone Systems, New 4812 02-0414924
L.P. Hampshire
Columbus Cellular Telephone Company Georgia 4812 58-1802141
Albany Cellular Partners Georgia 4812 22-2918690
Cellular Dynamics Telephone Company Georgia 4812 58-1761830
of Georgia
Montgomery Cellular Holding Co., Inc. Delaware 4812 42-1330618
Montgomery Cellular Telephone Alabama 4812 63-0972220
Company, Inc.
<CAPTION>
PRIMARY
EXACT NAME OF STANDARD I.R.S.
GUARANTOR REGISTRANTS STATE INDUSTRIAL EMPLOYER
AS SPECIFIED IN OF CLASSIFICATION IDENTIFICATION
THEIR RESPECTIVE CHARTERS FORMATION CODE NUMBER NUMBER
- ------------------------------------- ----------- --------------- ------------
<S> <C> <C> <C>
Cellular Systems of Southeast Delaware 4812 63-0964897
Alabama, Inc.
Dothan Cellular Telephone Company, Alabama 4812 63-0964898
Inc.
Palmer Wireless Holdings, Inc. Delaware 4812 65-0477815
Price Communications Wireless II, Delaware 4812 13-3966848
Inc.
Price Communications Wireless III, Delaware 4812 13-3970561
Inc.
Price Communications Wireless IV, Delaware 4812 13-3970562
Inc.
Price Communications Wireless V, Inc. Delaware 4812 13-3970564
Price Communications Wireless VI, Delaware 4812 13-3970565
Inc.
Price Communications Wireless VII, Delaware 4812 13-3970566
Inc.
Price Communications Wireless VIII, Delaware 4812 13-3970567
Inc.
Price Communications Wireless IX, Delaware 4812 13-3970569
Inc.
</TABLE>
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 757-5600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
ROBERT PRICE
PRICE COMMUNICATIONS WIRELESS, INC.
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 757-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
RICHARD D. TRUESDELL, JR.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box:/ /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 to the Form S-4 Registration Statement is a Part II
filing solely to file exhibits. Accordingly, the Prospectus has been omitted.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are:
<TABLE>
<CAPTION>
Securities and Exchange Commission Registration Fee........... $154,875.00*
<S> <C>
Printing and Engraving Expenses............................... $100,000.00*
Legal Fees and Expenses....................................... $100,000.00*
Accounting Fees and Expenses.................................. $100,000.00*
Miscellaneous................................................. $ 125.00*
----------
Total......................................................... $455,000.00*
----------
----------
</TABLE>
* Previously filed
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for the unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Section 145 of the DGCL empowers the Company to indemnify, subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought before or threatened by reason of the fact that the person
was a director, officer, employee or agent of such company, or is or was serving
as such with respect to another entity at the request of such company. The DGCL
also provides that the Company may purchase insurance on behalf of any such
director, officer, employee or agent.
The Certificate of Incorporation and By-laws of PCW exonerate directors of
PCW from personal liability to PCW and their respective stockholders, for
monetary damages for breach of the fiduciary duty of care as a director, but it
does not eliminate or limit liability for any breach of the directors' duty of
loyalty for acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law, for any improper declaration of
dividends or for any transaction from which the directors derived an improper
personal benefit. The Certificate of Incorporation does not eliminate a
stockholder's right to seek nonmonetary, equitable remedies, such as an
injunction or rescission, to redress an action taken by the directors. However,
as a practical matter, equitable remedies may not be available in all
situations, and there may be instances in which no effective remedy is
available.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On June 9, 1998, the Company issued notes consisting of $525 million
principal amount at maturity of 9 1/8% Senior Secured Notes due 2006 in an
unregistered offering in reliance on Section 4(2) of the Securities Act of 1933,
as amended. These notes are the object of this registered exchange offer for
registered, but otherwise identical, notes.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits (see index to exhibits at E-1)
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER
AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
/s/ ROBERT PRICE Executive Officer and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Executive Officer)
Chief Financial Officer
* (Principal Financial
- ------------------------------ Officer and Accounting December 30, 1998
Jeffrey L. Green Officer)
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ ROBERT PRICE Attorney-in-fact
---------------------------------------
Robert Price
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PANAMA CITY COMMUNICATIONS, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PANAMA CITY CELLULAR TELEPHONE COMPANY LTD.
By: Panama City Communications, Inc.,
its managing partner
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PANHANDLE CELLULAR PARTNERSHIP
By: Palmer Wireless Holdlings, Inc.,
its managing partner
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
SAVANNAH CELLULAR LIMITED PARTNERSHIP
By: Palmer Wireless Holdings, Inc.,
its managing partner
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
CEI COMMUNICATIONS, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
MACON CELLULAR TELEPHONE SYSTEMS, L.P.
By: CEI Communications, Inc.,
its managing partner
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
COLUMBUS CELLULAR TELEPHONE COMPANY
By: Palmer Wireless Holdings, Inc.,
its managing partner
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
ALBANY CELLULAR PARTNERS
By: Palmer Wireless Holdings, Inc.,
its managing partner
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
CELLULAR DYNAMICS TELEPHONE COMPANY OF GEORGIA
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
MONTGOMERY CELLULAR HOLDING CO., INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
MONTGOMERY CELLULAR TELEPHONE COMPANY, INC.
/s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
CELLULAR SYSTEMS OF SOUTHEAST ALABAMA, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
DOTHAN CELLULAR TELEPHONE COMPANY, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PALMER WIRELESS HOLDINGS, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS II, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS III, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS IV, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS V, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS VI, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS VII, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS VIII, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement on this Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York, on December 30th, 1998.
<TABLE>
<S> <C> <C>
PRICE COMMUNICATIONS WIRELESS IX, INC.
By: /s/ ROBERT PRICE
-----------------------------------------
Robert Price
DIRECTOR, PRESIDENT, CHIEF EXECUTIVE
OFFICER, ASSISTANT SECRETARY AND TREASURER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Director, President, Chief
Executive Officer,
/s/ ROBERT PRICE Assistant Secretary and
- ------------------------------ Treasurer (Principal December 30, 1998
Robert Price Financial Officer and
Principal Executive
Officer)
/s/ KIM I. PRESSMAN Vice-President, Secretary
- ------------------------------ and Assistant Treasurer December 30, 1998
Kim I. Pressman (Accounting Officer)
</TABLE>
II-25
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ---------------------------------------------------------------------------------------------
<C> <S> <C>
1.1 # Purchase Agreement
2.1 The Merger Agreement+
3.1 # Certificate of Incorporation, as restated, of PCW (formerly Palmer Wireless, Inc.)
3.2 # By-laws of PCW
3.3 # Articles of Incorporation, as amended, of Panama City Communications, Inc. (formerly Milky
Way Communications, Inc.)
3.4 # Bylaws of Panama City Communications, Inc. (formerly Milky Way Communications, Inc.)
3.5 # Certificate of Limited Partnership, as amended, of Panama City Cellular Telephone Company,
Ltd. (formerly Cellular One of Panama City, Florida, Limited)
3.6 # Limited Partnership Agreement of Panama City Cellular Telephone Company, Ltd. (formerly
Cellular One of Panama City, Florida, Limited)
3.7 # Partnership Agreement of Panhandle Cellular Partnership
3.8 # Certificate of Limited Partnership, as amended, of Savannah Cellular Limited Partnership
3.9 # Limited Partnership Agreement, as amended, of Savannah Cellular Limited Partnership
3.10# Certificate of Incorporation of CEI Communications, Inc. (formerly Chin Enterprises, Inc.)
3.11# Bylaws of CEI Communications, Inc.
3.12# Agreement and Certificate of Limited Partnership, as amended, of Macon Cellular Telephone
Systems, L.P. (formerly Portsmouth Cellular Limited Partnership)
3.14# Partnership Agreement of Columbus Cellular Telephone Company
3.15# General Partnership Agreement, as amended and restated, of Albany Cellular Partners
3.16# Articles of Incorporation, as amended, of Cellular Dynamics Telephone Company of Georgia
(formerly Cellcom Telephone Company of Georgia)
3.17# Bylaws of Cellular Dynamics Telephone Company of Georgia (formerly Cellcom Telephone Company
of Georgia)
3.18# Certificate of Incorporation of Montgomery Cellular Holding Co., Inc.
3.19# Bylaws of Montgomery Cellular Holding Co., Inc.
3.20# Certificate of Incorporation of Montgomery Cellular Telephone Company, Inc.
3.21# Bylaws of Montgomery Cellular Telephone Company, Inc.
3.22# Certificate of Incorporation of Cellular Systems of Southeast Alabama, Inc.
3.23# Bylaws of Cellular Systems of Southeast Alabama, Inc.
3.24# Articles of Incorporation, as amended, of Dothan Cellular Telephone Company, Inc. (formerly
Cellular One of Southeast Alabama, Inc. and Cosa II, Inc.)
3.25# Bylaws of Dothan Cellular Telephone Company, Inc. (formerly Cellular One of Southeast
Alabama, Inc.)
3.26# Certificate of Incorporation, as restated, of Palmer Wireless Holdings, Inc.
3.27# Bylaws of Palmer Wireless Holdings, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ---------------------------------------------------------------------------------------------
<C> <S> <C>
3.28# Certificate of Incorporation of Price Communications Wireless II, Inc.
3.29# Bylaws of Price Communications Wireless II, Inc.
3.30# Certificate of Incorporation of Price Communications Wireless III, Inc.
3.31# Bylaws of Price Communications Wireless III, Inc.
3.32# Certificate of Incorporation of Price Communications Wireless IV, Inc.
3.33# Bylaws of Price Communications Wireless IV, Inc.
3.34# Certificate of Incorporation of Price Communications Wireless V, Inc.
3.35# Bylaws of Price Communications Wireless V, Inc.
3.36# Certificate of Incorporation of Price Communications Wireless VI, Inc.
3.37# Bylaws of Price Communications Wireless VI, Inc.
3.38# Certificate of Incorporation of Price Communications Wireless VII, Inc.
3.39# Bylaws of Price Communications Wireless VII, Inc.
3.40# Certificate of Incorporation of Price Communications Wireless VIII, Inc.
3.41# Bylaws of Price Communications Wireless VIII, Inc.
3.42# Certificate of Incorporation of Price Communications Wireless IX, Inc.
3.43# Bylaws of Price Communications Wireless IX, Inc.
4.1 # Indenture to 9 1/8% Senior Secured Notes due 2006 among PCW, each of the Guarantors and Bank
of Montreal Trust Company, as Trustee (including form of note)
4.2 Indenture to 11 3/4% Senior Subordinated Notes due 2007 between PCW and Bank of Montreal
Trust Company, as Trustee (including form of note)+
5.1 # Opinion of Davis Polk & Wardwell regarding the validity of the Notes
5.2 Opinion of Patrick Meehan relating to the validity of Guarantees
10.1 Fort Myers Sale Agreement*
10.2 Georgia Sale Agreement*
10.3 Wisehart Employment Agreement*
10.4 Meehan Employment Agreement*
10.5 Green Employment Agreement+
10.6 Ryan Employment Agreement+
12.1 # Statement re: Computation of Ratio of Earnings to Fixed Charges
21.1 # Subsidiaries of the Company
23.1 # Consent of KPMG Peat Marwick LLP relating to the financial statements of Palmer
23.2 # Consent of Arthur Andersen LLP
23.3 # Consent of Davis Polk & Wardwell (see exhibit 5.1)
24.1 # Power of Attorney for the Company
24.2 # Power of Attorney for Panama City Communications, Inc.
24.3 # Power of Attorney for Panama City Cellular Telephone Company, Ltd.
24.4 # Power of Attorney for Panhandle Cellular Partnership
24.5 # Power of Attorney for Savannah Cellular Limited Partnership
24.6 # Power of Attorney for CEI Communications, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- ---------------------------------------------------------------------------------------------
<C> <S> <C>
24.7 # Power of Attorney for Macon Cellular Telephone Systems, L.P.
24.8 # Power of Attorney for Columbus Celular Telephone Company
24.9 # Power of Attorney for Albany Cellular Partners
24.10# Power of Attorney for Cellular Dynamics Telephone Company of Georgia
24.11# Power of Attorney for Montgomery Cellular Holding Co., Inc.
24.12# Power of Attorney for Montgomery Cellular Telephone Company, Inc.
24.13# Power of Attorney for Cellular Systems of Southeast Alabama, Inc.
24.14# Power of Attorney for Dothan Cellular Telephone Company, Inc.
24.15# Power of Attorney for Palmer Wireless Holdings, Inc.
24.16# Power of Attorney for Price Communications Wireless II, Inc.
24.17# Power of Attorney for Price Communications Wireless III, Inc.
24.18# Power of Attorney for Price Communications Wireless IV, Inc.
24.19# Power of Attorney for Price Communications Wireless V, Inc.
24.20# Power of Attorney for Price Communications Wireless VI, Inc.
24.21# Power of Attorney for Price Communications Wireless VII, Inc.
24.22# Power of Attorney for Price Communications Wireless VIII, Inc.
24.23# Power of Attorney for Price Communications Wireless IX, Inc.
25.1 # Statement of Eligibility of Trustee with respect to the 9 1/8% Senior Secured Notes due 2006
of PCW
99.1 # Form of Letter of Transmittal to 9 1/8% Senior Secured Notes due 2006 of the Company
99.2 # Form of Notice of Guaranteed Delivery to 9 1/8% Senior Secured Notes due 2006 of the Company
99.3 # Form of Instruction to Registered Holder and/or Book-Entry Transfer of Participant from Owner
of the Company
99.4 # Form of Letter to Clients
99.5 # Form of Letter to Registered Holders and Depository Trust Company
Participants
</TABLE>
- ------------------------
* Incorporated by reference to Registration No. 333-41227 filed by Price
Communications Cellular Holdings Inc. ("Holdings") with the Commission
+ Incorporated by reference to Registration No. 333-57363 filed by Holdings
and Price Communications Corporation with the Commission.
+ Incorporated by reference to Registration No. 333-36253 filed by the Company
with the Commission.
# Previously filed.
<PAGE>
K. PATRICK MEEHAN, ESQ.
1520 S.W. 57th TERRACE
CAPE CORAL, FL 33914
(941) 945-6330
FAX (941) 541-0365
December 22, 1998
Price Communications Wireless, Inc.
45 Rockefeller Plaza
Suite 3200
New York, NY 10020
Ladies and Gentlemen:
I have acted as special counsel to Price Communications Wireless, Inc. (the
"Company") in connection with the Company's offer (the "Exchange Offer") to
exchange its 91/8% Series B Senior Secured Notes due 2006 (the "New Notes") for
any and all of its outstanding 91/8% Series A Senior Secured Notes due 2006 (the
"Old Notes") and the guarantee (the "Guarantees") of the New Notes by the
Company's direct and indirect subsidiaries listed on Schedule A hereto (the
"Guarantor Subsidiaries").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary or advisable for the
purpose of rendering this opinion.
Upon the basis of the foregoing and assuming the due execution and delivery of
the New Notes and the Guarantees, I am of the opinion that the Guarantees, when
the New Notes and the Guarantees are executed, authenticated and delivered in
accordance with the Exchange Offer, will be valid and binding obligations of the
Guarantor Subsidiaries enforceable in accordance with their terms, except (a) as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer, fraudulent conveyance or similar laws affecting
creditors' rights and remedies generally, (b) as to general principles of
equity, regardless of whether enforcement is sought in a proceeding at law or in
equity, and (c) to the extent that a waiver of rights is sought under any usury
laws may be unenforceable.
<PAGE>
Price Communications Wireless, Inc December 22, 1998
2
The foregoing opinion is subject to the following limitations and
qualifications:
(A) I express no opinion as to the right, title or interest of any party to any
collateral or the value given therefor.
(B) I express no opinion as to the creation, perfection or priority of any
security interest or lien.
(C) I express no opinion as to the enforceability of any security interest.
I am a member of the Florida Bar and the foregoing opinion is limited to the
laws of the State of Florida and the General Corporation Law of the State of
Delaware. I express no opinion as to the matters arising under or involving law
of any jurisdiction other than the State of Florida and the General Corporation
Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement relating to the Exchange Offer.
This opinion is rendered to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose, or quoted to or
relied upon by or furnished to any other person without prior written consent.
Very truly yours,
/s/ K. Patrick Meehan
- -------------------------
K. Patrick Meehan
<PAGE>
SCHEDULE A
Guarantors
- ----------
ALBANY CELLULAR PARTNERS
COLUMBUS CELLULAR TELEPHONE COMPANY
MACON CELLULAR TELEPHONE SYSTEMS LIMITED PARTNERSHIP
SAVANNAH CELLULAR LIMITED PARTNERSHIP
PANAMA CITY CELLULAR TELEPHONE COMPANY, LTD.
PANHANDLE CELLULAR PARTNERSHIP
PALMER WIRELESS HOLDINGS, INC.
PRICE COMMUNICATIONS WIRELESS II, INC.
PRICE COMMUNICATIONS WIRELESS III, INC.
PRICE COMMUNICATIONS WIRELESS IV, INC.
PRICE COMMUNICATIONS WIRELESS V, INC.
PRICE COMMUNICATIONS WIRELESS VI, INC.
PRICE COMMUNICATIONS WIRELESS VII, INC.
PRICE COMMUNICATIONS WIRELESS VIII, INC.
PRICE COMMUNICATIONS WIRELESS IX, INC.
CEI COMMUNICATIONS, INC.
CELLULAR DYNAMICS TELEPHONE COMPANY
CELLULAR SYSTEMS OF SOUTHEAST ALABAMA, INC.
DOTHAN CELLULAR TELEPHONE COMPANY, INC.
MONTGOMERY CELLULAR HOLDING CO., INC.
MONTGOMERY CELLULAR TELEPHONE COMPANY, INC.
PANAMA CITY COMMUNICATIONS, INC.
