OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1991
Estimated average burden
hours per response . . .14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
PRICE COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
7414377305
(CUSIP Number)
Steven A. Cohen, S.A.C. Capital Management, L.P.
520 Madison Avenue, 7th Floor, New York, New York 10022
(212) 826-6800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 4, 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
/ X /. (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 bes ubject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 7414377305
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. CAPITAL MANAGEMENT, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
496,900
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
496,900
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
The security to which this statement relates is the Common Stock,
$.01 par value per share (the "Common Stock") of Price
Communications Corporation, a New York corporation (the "Issuer").
The principal executive offices of the Issuer are located at 45
Rockefeller Plaza, Suite 3201, New York, New York 10020.
Item 2. Identity and Background
This Schedule 13D is filed by S.A.C. Capital Management, L.P., a
Delaware limited partnership (the "Reporting Person"). The
Reporting Person is an investment partnership engaged primarily in
the active trading of securities and, to a lesser extent, in the
trading of commodity interests. Steven A. Cohen and Lawson
Capital Management, Inc. ("Lawson"), a Delaware corporation, are
the general partners of the Reporting Person. Lawson's sole
shareholder, director and President is Mr. Cohen. Scott J.
Lederman, Barry M. Skalka and Terence E. Fox ar each Executive
Vice Presidents of Lawson. The business offices of the Reporting
Persons, Lawson, Mr. Lederman, Mr. Skalka, and Mr. Fox are located
at 529 Madison Avenue, 7th Floor, New York, New York 10022.
None of the Reporting Persons, Lawson, Mr. Lederman, Mr, Skalka and
Mr. Fox have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor have any of them been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in or subjected any of them to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such
laws. Mr. Cohen, Mr. Lederman, Mr. Skalka and Mr. Fox are all
citizens of the United States of America.
Item 3. Source and Amount of Funds or other Consideration
The aggregate amount of funds (including commissions) required by
the Reporting Person to purchase the 496,900 shares of Common Stock
owned directly by it was $2,584,545. All funds used by the
Reporting Person to purchase shares of the Common Stock were
derived from the Reporting Person's working capital. Such funds
may include margin debt incurred from time to time in the ordinary
course of business pursuant to a customary margin agreement with
Spear, Leeds & Kellogg.
Item 4. Purpose of Transaction
The Reporting Person acquired shares of Common Stock for the
purpose of investment because it believes the Common Stock
represented a favorable investment opportunity. The Reporting
Person is evaluating, and will continue to evaluate, the investment
potential of the Common Stock. The factors considered by the
Reporting Person have included, and will continue to include, the
Reporting Person's assessment of the Issuer's results of
operations, the Issuer's business prospects and financial
condition, other developments concerning the Issuer, the price of
the Common Stock, opportunities to acquire or dispose of shares of
Common Stock or realize trading profits in the open market, through
privately negotiated transactions with third parties or otherwise,
conditions in the securities markets and general economic and
industry conditions, and the investment opportunities and
developments relating to the Reporting Person's business. Based on
such evaluation, the Reporting Person may pursue one or more plans
or proposals that would relate to or result in the acquisition by
the Reporting Person or other persons of additional securities of
the Company or the disposition of securities of the Company by the
Reporting Person or other persons (in each case, in the open
market, through privately negotiated transactions with third
parties or otherwise), an extraordinary corporate transaction or a
change in the Company's present board of directors or management.
Except as set forth above, as of the date of this Schedule, neither
the Reporting Person, Mr. Cohen nor Lawson has any plans or
proposals which relate to or would result in any of the actions set
forth in parts (a) through (j) of Item 4.
Items 5. Interest in Securities of the Issuer
(a)-(b) The aggregate number and percentage of shares of Common
Stock to which this Schedule 13D relates is 496,900 shares
representing 5.0% of the 9,931,731 shares of Common Stock reported
as outstanding as of June 30, 1994 in the Issuer's most recently
available Form 10-Q.
As general partners of the Reporting Person, Mr. Cohen and Lawson
share with the Reporting Person the power to vote and dispose of
all shares of Common Stock owned directly by the Reporting Person.
As a result, Mr. Cohen and Lawson are deemed to beneficially own
the shares of Common Stock owned by the Reporting Person. Mr.
Lederman, Mr. Skalka, and Mr. Fox do not beneficially own any
shares of Common Stock other than in their capacities as Executive
Vice Presidents of Lawson.
(c) Except as set forth in Annex I hereto, no transactions in
shares of the Common Stock were effected during the past 60 days by
either the Reporting Person or Mr. Cohen or Lawson.
(d) The partners the Reporting Person have an economic interest in
any dividends from, and the proceeds of sales of Common Stock owned
directly by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: November 3, 1994
S.A.C. Capital Management, L.P.
By: Lawson Capital Management, Inc.
as General Partner
By: /s/ Steven A. Cohen
____________________
Steven A. Cohen, President
ANNEX I
Transactions by Reporting Person in Common Stock of
Price Communications Corporation within 60 days
of November 4, 1994
No. of Shares Average Price
Trade Date Bought/(Sold)(1) per Share(2)
__________ ________________ _____________
9/16/94 50,000 $4.875
9/20/94 50,000 $4.50
9/30/94 35,000 $4.75
10/04/94 11,500 $4.625
10/05/94 3,700 $4.75
10/06/94 22,900 $4,875
10/07/04 35,000 $5.375
10/11/94 3,900 $5.25
10/12/94 11,000 $5.375
10/18/94 10,000 $5.375
10/27/94 10,000 $5.75
11/04/94 1,000 $6.00
(1) Unless otherwise indicated, all transactions were effected on
the American Stock Exchange.
(2) Prices exclude commission.
