THIS CONFIRMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
April 15, 1994 1-8309
(Date of earliest report) (Commission File Number)
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-2991700
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
45 Rockefeller Plaza, Suite 3201, New York, New York 10020
(Address of Principal Executive Offices)(Zip Code)
(212) 757-5600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2.Disposition of Assets
On April 15, 1994, Empire State Broadcasting Corporation,
an indirect wholly-owned subsidiary of Price Communications
Corporation, sold to Keymarket of Buffalo, Inc., substantially all
the assets, together with certain liabilities, relating to the
operation of radio broadcast stations WWKB(AM) and WKSE(FM),
licensed respectively to Buffalo, New York, and Rochester, New
York, for $5,000,000.
Item 7. (b) Pro forma financial information.
The following unaudited pro forma balance sheet as of
March 31, 1994, gives effect to the disposition of assets described
above as if the transaction had occurred on that date. The
following unaudited statements of operations for the three months
ended March 31, 1994 and year ended December 31, 1993 give effect
to the disposition of assets as though it had occurred on December
31, 1992. The pro forma financial statements are not necessarily
indicative of the Company's results in the future.
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PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Balance Sheet
March 31, 1994
Proforma
ASSETS: Historical Adjustments (1) Proforma
Cash and cash equivalents $1,415,874 $1,745,941 $3,161,815
Accounts receivable, net 3,382,704 3,382,704
Film broadcast rights 413,615 413,615
Escrow deposits 2,500,000 2,500,000
Prepaid expenses and
other current assets 1,237,885 1,237,885
Total current assets 8,950,078 1,745,941 10,696,019
Property and equipment, net 12,728,304 (1,271,109) 11,457,195
Broadcast licenses, net 12,695,948 (264,890) 12,431,058
Film broadcast rights 186,373 186,373
Notes receivable 1,055,000 1,055,000
Other assets 365,503 (140,503) 225,000
Reorganization value in excess
of amounts allocable to
identifiable assets, net 1,196,338 (127,295) 1,069,043
$37,177,544 ($57,856) $37,119,688
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable and accrued
expenses $1,976,556 $1,976,556
Accrued interest 54,059 ($54,059) -
Other current liabilities 867,881 867,881
Total current liabilities 2,898,496 (54,059) 2,844,437
Long-term debt, net 3,200,000 (3,200,000) -
Other liabilities 106,694 106,694
Shareholders' equity 30,972,354 3,196,203 34,168,557
$37,177,544 ($57,856) $37,119,688
(1) Reflects the sale of the stations, the retirement of debt, including
accrued interest, using the proceeds from the sale of the stations and
the write-off of deferred financing costs related to the retirement of
debt.
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Statements of Operations
Year ended December 31, 1993
Proforma
Historical Adjustments (1) Proforma
Revenue $26,010,294 ($3,904,876) $22,105,418
Agency and representatives'
commissions 3,220,102 (375,672) 2,844,430
Net revenue 22,790,192 (3,529,204) 19,260,988
Operating expenses 16,334,761 (3,748,266) 12,586,495
Corporate expenses 3,648,524 3,648,524
Other expense - net 539,289 1,985 541,274
Interest expense 1,485,389 (285,162) 1,200,227
Amortization of debt discount and
deferred debt expense 766,075 (172,325) 593,750
Depreciation and amortization 2,343,015 (237,165) 2,105,850
Unrealized noncash loss (recovery) on
marketable securities 145,884 145,884
Share of loss of partially owned
company 1,118,293 1,118,293
Loss before income taxes and
extraordinary item (3,591,038) 911,729 (2,679,309)
Income tax expense (123,885) (123,885)
Loss before extraordinary item ($3,714,923) $911,729 ($2,803,194)
Loss before extraordinary item
per share ($0.31) ($0.24)
Average shares outstanding 11,873,241 11,873,241
PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Statements of Operations (continued)
Three Months Ended March 31, 1994
Proforma
Historical Adjustments (1) Proforma
Revenue $6,213,270 ($738,678) $5,474,592
Agency and representatives'
commissions 811,429 (72,198) 739,231
Net revenue 5,401,841 (666,480) 4,735,361
Operating expenses 3,876,407 (870,678) 3,005,729
Corporate expenses 516,778 516,778
Other income - net (264,782) (21,032) (285,814)
Interest expense 56,470 (56,470) -
Amortization of debt discount and
deferred debt expense 33,941 (33,941) -
Loss on sale of business 367,800 367,800
Depreciation and amortization 575,566 (92,884) 482,682
Loss from continuing operations
before income taxes 239,661 408,525 648,186
Income tax expense (5,000) (5,000)
Net income $234,661 $408,525 $643,186
Net income per share $0.02 $0.06
Average shares outstanding 9,975,918 9,975,918
(1) Reflects the elimination of operations of stations sold, and the reduction
of interest expense and amortization of debt discount and deferred debt
expense related to debt retired from the proceeds from the sale of
stations.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
Date: May 2, 1994 /s/ Robert Price
Robert Price
Chief Executive Officer, President
and Director
