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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PRICE COMMUNICATIONS CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 par value
(Title of Class of Securities)
741437305
(CUSIP Number)
Bruce Ovitz
227 West Monroe Street, Suite 5025
Chicago, Illinois 60606
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 20, 1994, June 23, 1994 and June 24, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the act (however, see the
Notes).
NO EXHIBITS
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SCHEDULE 13D
CUSIP No. 741437305
_________________________________________________________________
1 NAMES OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce D. Ovitz
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
WC 00
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 836,849
BENEFICIALLY
_______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
_______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 836,849
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,849
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% assuming 10,022,864 Shares of Common Stock are
outstanding
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Common Stock, $.01
par value ("Common Stock"), of Price Communications Corporation
("Issuer"), whose principal offices are located at 345
Rockefeller Plaza, 30th Floor, New York, New York 10020.
ITEM 2. IDENTITY AND BACKGROUND
This Statement on Schedule 13D is filed with the Securities and
Exchange Commission by Bruce D. Ovitz ("Ovitz"), as general
partner of Grant Partners I, an Illinois limited partnership,
Grant Partners II, an Illinois limited partnership, and Grant
Partners VI, an Illinois limited partnership (collectively, the
"Limited Partnerships"). Each Limited Partnership's principal
business is investments and address is 227 West Monroe Street,
Suite 5025, Chicago, Illinois 60606.
Ovitz's principal occupation is serving as general partner of
each of the Limited Partnerships. During the past five years,
Ovitz has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has he been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction where as a result of such proceeding he
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws. Ovitz is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Limited Partnerships acquired the Common Stock with working
capital of the Limited Partnerships. Some of the Common Stock
was purchased through margin accounts.
ITEM 4. PURPOSE OF TRANSACTION
Ovitz, acting as general partner for each of the Limited
Partnerships, acquired the Common Stock for investment and may
acquire additional Common Stock in the future for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock beneficially
owned by Ovitz, as general partner of each of the Limited
Partnerships, within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, is 836,849 (8.3% of the
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total amount outstanding, assuming 10,022,864 Shares of
Common Stock are outstanding).
(b) As general partner of each of the Limited Partnerships,
Ovitz has sole power to vote and to direct the disposition
of the shares of Common Stock beneficially owned by him.
(c) In the last sixty days, Ovitz, as general partner for each
of the Limited Partnerships, purchased a total of 270,500
shares of Common Stock. On June 24, 1994, Ovitz (i) acting
as general partner for Grant Partners, I, purchased 42,000
shares for a total purchase price of $164,850.00, (ii)
acting as general partner for Grant Partners II, purchased
6,000 shares of Common Stock for a total purchase price of
$23,500.00, (iii) acting as general partner for Grant
Partners VI, purchased 2,000 shares of Common Stock for a
total purchase price of $7,850.00. On June 23, 1994, Ovitz
(i) acting as general partner for Grant Partners I,
purchased 42,000 shares of Common Stock for a total purchase
price of $175,350.00, (ii) acting as general partner for
Grant Partners II, purchased 6,000 shares of Common Stock
for a total purchase price of $25,050.00, (iii) acting as
general partner for Grant Partners VI, purchased 2,000
shares of Common Stock for a total purchase price of
$8,350.00. On June 20, 1994, Ovitz (i) acting as general
partner for Grant Partners I, purchased 126,000 shares of
Common Stock for a total purchase price of $494,550.00, (ii)
acting as general partner for Grant Partners II, purchased
18,000 shares of Common Stock for a total purchase price of
$70,650.00, (iii) acting as general partner of Grant
Partners VI, purchased 6,000 shares of Common Stock for a
total purchase price of $23,550.00. On May 2, 1994, Ovitz
(i) acting as general partner for Grant Partners I,
purchased 13,600 shares of Common Stock for a total purchase
price of $58,573.84, (ii) acting as general partner for
Grant Partners II, purchased 1,900 shares of Common Stock
for a total purchase price of $8,183.11, (iii) acting as
general partner for Grant Partners VI, purchased 5,000
shares of Common Stock for a total purchase price of
$21,534.50.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or
relationships with respect to securities of the issuer among the
persons named in Item 2 above.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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Signatures
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: June 25, 1994
/s/s Bruce D. Ovitz
_____________________________________
Bruce D. Ovitz, as General Partner of
Grant Partners I, Grant Partners II and
Grant Partners VI
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
