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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. 4)*
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)
December 6, 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 635,849
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 635,849
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,849
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% assuming 9,931,731 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.
ITEM 4. PURPOSE OF TRANSACTION
Ovitz, acting as general partner for each of the Limited Partnerships, sold
the Common Stock for investment purposes and may acquire or sell 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 635,849 (6.4% of the total amount outstanding, assuming 9,931,731
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.
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(c) Since the last Amendment to his Schedule 13D dated October 21, 1994,
Ovitz, as general partner for each of the Limited Partnerships, sold a
total of 200,000 shares of Common Stock. On December 6, 1994, Ovitz
(i) acting as general partner of Grant Partners I, sold 168,000 shares
of common stock for a total sale price of $1,107,960, (ii) acting as
general partner of Grant Partners II, sold 24,000 shares of common
stock for a total sale price of $158,280, and (iii) acting as general
partner of Grant Partners VI, sold 8,000 shares of common stock for a
total sale price of $52,760.
(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.
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: December 16, 1994
/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).
