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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. 2)*
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)
January 12, 1995
(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).
SCHEDULE 13D
CUSIP No. 7414377305 Page 2 of 5 Pages
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
862,300
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
862,300
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.7%
14 TYPE OF REPORTING PERSON*:
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The Schedule 13D, dated November 4, 1994, and the Amendment to the
Schedule 13D, dated December 6, 1994, filed by S.A.C. Capital
Management, L.P. ("SAC") with respect to the common stock, $0.01
par value per share (the "Common Stock") of Price Communications
Corporation, a New York corporation (the "Company"), are hereby
amended as set forth below.
Item 1. Security and Issuer
No amendment.
Item 2. Identity and Background
No amendment.
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 862,300 shares of Common Stock
owned directly by it was $4,957,943.77. 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 has entered into a Purchase Agreement with
Robert Price, President, Chief Executive Officer and Treasurer of
the Company (the "Purchase Agreement"). Pursuant to the Purchase
Agreement, Mr. Price has agreed that he or his designee will
purchase from the Reporting Person all of the 862,300 shares of
Common Stock for an aggregate purchase price of $6,575,037.50
($7.625 per share). Of the purchase price $200,000 was paid by Mr.
Price simultaneously with the execution and delivery of the
Purchase Agreement. The remaining balance of the purchase price
shall be paid at closing, which is scheduled to take place no later
than February 1, 1995. A copy of the Purchase Agreement is
attached hereto as Exhibit A.
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 862,300 shares
representing 8.7% of the 9,964,792 shares of Common Stock reported
as outstanding as of September 30, 1994 in the Company's most
recently available Form 10-Q.
(c) Except as set forth in Annex I hereto, no transactions in
shares of the Common Stock were effected since the most recent
filing on Schedule 13D on December 6, 1994.
(d) No amendment.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On January 12, 1995, the Reporting Person and Robert Price entered
into the Purchase Agreement described above under Item 4. The
Purchase Agreement also provides that for a period of five years
after the date of the Purchase Agreement, neither the Reporting
Person nor certain of its affiliates will acquire beneficial
ownership of any capital stock or securities of the Company, offer
to enter into any acquisition or other business combination
transaction relating to the Company, participate in or encourage
the formation of any "group" (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934) which owns or
seeks or offers to acquire beneficial ownership of voting
securities of the Company or participate in any "solicitation" of
"proxies" (as such terms are used in the proxy rules of the
Securities and Exchange Commission) or take certain other
enumerated actions with respect to the Company.
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: January 12, 1995
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 since December 6, 1994
No. of Shares Average Price
Trade Date Bought/(Sold)(1) per Share(2)
12/07/94 3,600 $6.250
12/09/94 6,400 $6.250
12/13/94 5,000 $6.125
12/15/94 20,000 $6.375
12/21/94 10,000 $6.375
12/30/94 1,500 $6.375
12/30/94 25,000 $6.375
(1) Unless otherwise indicated, all transactions were effected on
the American Stock Exchange.
(2) Prices exclude commission.
EXHIBIT A
January 12, 1995
S.A.C. Capital Management, L.P.
520 Madison Avenue
New York, New York 10022
Attention: Michael Lewittes
Dear Michael:
I am pleased to confirm my agreement with S.A.C. Capital
Management, L.P. (the "Seller"), as follows:
1. Purchase and Sale; Purchase Price: At the Closing (as defined
in paragraph 2 below) Seller hereby agrees to sell to me or my
designee(s) (the "Buyer"), and I hereby agree to buy from the
Seller and/or cause my designee(s) to buy from the Seller, an
aggregate of 862,300 shares of common stock (the "Shares") of Price
Communications Corporation, a New York corporation (the "Company"),
$.01 par value, for a purchase price of $7.625 per share (or an
aggregate purchase price of $6,575,037.50), payable as follows:
(a) $200,000 shall be paid by me to Seller by check, delivered to
the Seller simultaneously with the execution and delivery of this
Agreement, which $200,000 sum shall be credited against and
form a portion of the purchase price payable hereunder. Such
$200,000 sum shall serve as an initial payment of the purchase
price hereunder and not as "liquidated damages." In the event
the Closing shall not occur for any reason other than my default,
the aforesaid $200,000 sum shall be forthwith repaid to me upon
demand.
(b) The $6,375,037.50 balance of the purchase price shall be paid
by me to Seller by certified check or wire transfer funds (as
requested by the Seller) at the Closing.
2. The Closing: The Closing of the purchase and sale of the Shares
("Closing") shall take place no later than February 1, 1995 at the
offices of Proskauer Rose Goetz & Mendelsohn, 1585 Broadway, New
York, New York or at such other place as may be mutually agreed
upon by the Seller and the Buyer(s) on such date and time as may be
specified in a written notice from me to the Seller, given no less
than three (3) business days prior to the date of the Closing. At
the Closing, (i) the Buyer(s) shall pay to the Seller the balance
of the purchase price as provided under paragraph 1(b) above, and
(ii) the Seller shall (unless other means of transfer are agreed
upon by Buyer(s) and Seller) sell, assign and deliver to the
Buyer(s) stock certificates representing the Shares issued in the
name(s) and denomination(s) specified by me in writing to the
Seller no later than three (3) business days before the Closing,
duly endorsed in negotiable form, or with stock powers attached.
3. Assignment: I may assign any of my rights under this Agreement
to one or more other parties, provided that no assignment shall
relieve me of my liability and obligations under this
Agreement.
4. Specific Performance: The Seller agrees that money damages alone
will be an inadequate remedy for the Buyer(s) in the event of a
breach by the Seller of its obligations under the terms of this
Agreement and that, in addition to monetary damages, if so elected
by the Buyer(s), the obligations of the Seller under this
Agreement, including without limitation the obligation of Seller to
sell the Shares, shall be specifically enforceable, by an
injunction (without the requirement of proving actual damages,
posting any bond or furnishing any other security) or otherwise as
a court of competent jurisdiction may determine.
5. Representation and Warranties of Seller: The Seller hereby
represents and warrants to, and agrees with the Buyer(s), as
follows:
(a) Authorization: Seller has all requisite power and authority to
execute, deliver, and perform this Agreement and sell the Shares to
the Buyer(s). This Agreement has been duly authorized, executed,
and delivered by Seller, is the legal, valid, and binding
obligation of Seller, and is enforceable as to Seller in accordance
with its terms, except as may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, or other similar laws or by
legal or equitable principles relating to or limiting creditors'
rights generally.
(b) Consent: No consent, authorization, approval, order, license,
certificate, or permit of or from, or declaration or filing with,
any Federal, state, local, or other governmental authority or of
any court or other tribunal is required for the execution,
delivery, or performance of this Agreement by Seller. No consent
of any party to any contract, agreement, instrument, lease,
license, arrangement, or understanding to which Seller is a party,
or by which any of its properties or assets is bound, is required
for the execution, delivery, or performance by Seller of this
Agreement.
(c) Shares: Except for margin loans, the Seller is the beneficial
owner of the Shares, and the Shares are owned by the Seller free
and clear of all liens, security interests, pledges, charges,
encumbrances, stockholders' agreements and voting trusts. Upon the
Closing, following receipt by Seller of the purchase price, the
Buyer(s) will have good title to the Shares, free and clear of all
liens, security interests, pledges, charges, encumbrances,
stockholders' agreements and voting trusts (other than any such
items created by the Buyer(s)).
6. Representation and Warranties of Buyer: I hereby represent and
warrant to, and agree with the Seller, as follows:
(a) Authorization: I have all requisite power and authority to
execute and deliver this Agreement, and I and any other Buyer(s)
have or will have all requisite power to perform this Agreement
and purchase the Shares from Seller. This Agreement has been duly
authorized, executed, and delivered by me (and will be duly
authorized by any other Buyer(s)), is the legal, valid, and binding
obligation of me and any other Buyer(s), and is enforceable as to
me and any other Buyer(s) in accordance with its terms, except as
may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium, or other similar laws or by legal or
equitable principles relating to or limiting creditors' rights
generally.
(b) Consent: No consent, authorization, approval, order, license,
certificate, or permit of or from, or declaration or filing with,
any Federal, state, local, or other governmental authority or of
any court or other tribunal is required for the execution,
delivery, or performance of this Agreement by me or any other
Buyer(s). No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to which
me or any other Buyer(s) is a party, or by which any of my or its
properties or assets is bound, is required for the execution,
delivery, or performance by me or any other Buyer(s) of this
Agreement.
7. Conditions to Closing: The obligations of the Buyer(s) to
purchase and pay for the Shares as provided herein, and the
obligations of the Seller to sell the Shares as provided herein,
shall, in each case, be subject to the continuing accuracy in all
material respects of the representations and warranties of the
other party contained herein.
8. Seller's Covenant: (a) For a period of five years after the
date of this Agreement, the Seller covenants and agrees that
neither it nor Steven A. Cohen, Lawson Capital Management, Inc.,
Michael Lewittes nor any of their respective partners,
stockholders, officers, employees, affiliates or associates (the
"Restricted Persons") will, in any manner, alone or in concert with
others, directly or indirectly, whether or not pursuant to any
legally binding agreement or commitment, and whether for their own
accounts or for the account of any other person or entity, without
the prior written approval of the Board of Directors of the
Company, (i) acquire, or offer to acquire, record or beneficial
ownership of any capital stock, debt securities, indebtedness or
any other securities of the Company or any subsidiary of the
Company (any of the foregoing, "Price Securities") or any options
or other rights to acquire Price Securities or any other interest
in the Company or any subsidiary thereof or any assets of the
Company or any subsidiary thereof, (ii) offer to enter into any
acquisition or other business combination transaction relating to
the Company or any subsidiary of the Company (or hold negotiations
with respect to the foregoing), (iii) participate in or encourage
the formation of any, "group" (within the meaning of Section
13(d)(3) of the Exchange Act) which owns or seeks or offers to
acquire record or beneficial ownership of voting securities of the
Company (including rights to acquire such voting securities) or
which seeks or offers to affect control of the Company, (iv) make,
or in any way participate in, any "solicitation" of "proxies" (as
such terms are used in the proxy rules of the Securities and
Exchange Commission) or become a "participant" in any "election
contest" (as such terms are defined or used in Regulation 14a-11
under the Exchange Act) to vote, or seek to advise or influence any
person or entity with respect to the voting of any Price
Securities, (v) otherwise act, alone or in concert with others, to
seek to control or influence the management, the Board of Directors
or the policies of the Company, (vi) publicly propose, or publicly
announce or otherwise disclose an intent to propose or publicly
announce or otherwise disclose any request for permission or any
consent in respect of, any of the foregoing, or (vii) advise,
assist or encourage any other person or entity in connection with
any of the foregoing, including without limitation any person or
entity with respect to which any Restricted Person acts as
investment advisor, fiduciary, agent or trustee. As used in
this paragraph 8, the terms "affiliates" and "associates" shall
have the meanings therefor set forth in Rule 12b-2 of the General
Rules and Regulations under the Securities Act of 1934 (except that
in the case of Michael Lewittes his "associates" shall be limited
to persons or entities described in clauses (2) or (3) thereof).
(b) Nothing contained in this paragraph 8 shall preclude or
restrict the Restricted Persons from engaging solely in one or more
of the following:
(1) Owning an aggregate for all Restricted Persons of not more than
5% (five percent) of the equity interest in any bona fide
investment company registered as such under the Investment Company
Act of 1940 which holds an investment in the Company not exceeding
(when aggregated with the investments of any other investment
companies and/or Funds described in this subparagraph (b) and/or
any securities described in clause (3) below) 5% (five percent) of
the fully diluted common equity thereof, provided (i) that the
Restricted Persons shall be solely passive investors in such
investment company (i.e., the Restricted Persons shall have no
power, nor shall they act, directly or indirectly, to manage,
operate or control the affairs of such investment company nor,
directly or indirectly, to provide investment advice thereto), and
(ii) such investment company shall in no event engage or
participate in, directly or indirectly, whether alone or in concert
with others, and shall not advise, assist or encourage any other
person or entity in connection with, (A) the making of or proposing
to make any tender offer, exchange offer or similar transaction
with respect to the Company and/or (B) engaging in any of the
activities described in clauses (iv), (v) and/or (vi) of
subparagraph (a) above.
(2) Being a solely passive investor in a private investment company
(i.e., the Restricted Persons shall have no power, nor shall they
act, directly or indirectly, to manage, operate, or control the
affairs of any Fund nor shall they provide investment advice with
respect thereto) serving as a bona fide multiple investment vehicle
(a "Fund") which holds an investment in the Company not exceeding
(when aggregated with the investments of any other Funds and/or
investment companies described in this subparagraph (b) and/or any
securities described in clause (3) below) 2-1/2% (two and one-half
percent) of the fully diluted common equity thereof, provided that
such Fund shall in no event engage or participate in, directly or
indirectly, whether alone or in concert with others, and shall not
advise, assist or encourage any other person or entity in
connection with, (A) the making of or proposing to make any tender
offer, exchange offer or similar transaction with respect to the
Company and/or (B) engaging in any of the activities described in
clauses (iv), (v) and/or (vi) of subparagraph (a) above.
(3) Owning securities of the Company, which securities are acquired
through the conversion or exchange (in a transaction approved in
advance by the Board of Directors of the Company) of shares in
another entity beneficially owned by the Restricted Persons,
provided that such entity shall in no event have engaged or
participated in, directly or indirectly, whether alone or in
concert with others, and shall not have advised, assisted or
encouraged any other person or entity in connection with, (A) the
making of or proposing to make any tender offer, exchange offer or
similar transaction with respect to the Company and/or (B) engaging
in any of the activities described in clauses (iv), (v) and/or (vi)
of subparagraph (a) above.
9. Amendment: This Agreement may be amended by the parties hereto
at any time, but only by an instrument in writing duly executed and
delivered on behalf of each of the parties hereto.
10. Headings: Paragraph headings are included solely for
convenience and are not to be considered to be part of this
Agreement and are not intended to be accurate descriptions of the
contents thereof.
11. Entire Agreement: This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject
matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, if any, whether oral or written, of
the parties.
12. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
13. Governing Law: All questions as to the interpretation and
effect of this Agreement shall be determined under the laws of the
State of New York, excluding the choice of law principles thereof.
14. Communications: Except as otherwise provided herein, all
notices or other communications hereunder shall be in writing and
shall be given by registered or certified mail (postage prepaid
and return receipt requested), by an overnight courier service
which obtains a receipt, to evidence delivery, or by facsimile
transmission (provided that written confirmation of receipt is
provided), addressed as set forth below:
If to Buyer:
Robert Price
c/o Price Communications Corporation
45 Rockefeller Plaza
Suite 3201
New York, New York 10020
Fax: 212-397-3755
With a copy to:
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, New York 10036
Attention: Peter Samuels, Esq.
Fax: 212-969-2900
If to Seller:
S.A.C. Capital Management, L.P.
530 Madison Avenue, 7th Floor
New York, New York 10022
Attention: Michael Lewittes
Fax: 212-826-2334
With a copy to:
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
Attention: Mark D. Gerstein, Esq.
Fax: 312-902-1061
or such other address as any party may designate to the other in
accordance with the aforesaid procedure. All notices and other
communications sent by overnight courier service shall be deemed to
have been given as of the next business day after delivery thereof
to such courier service, those given by facsimile transmission
shall be deemed given when sent, and all notices and other
communications sent by mail shall be deemed given as of the third
business day after the date of deposit in the United States mail.
15. Survival of Representations, Etc.: The representations,
warranties, covenants, and agreements made herein or in any
certificate or document executed in connection herewith shall
survive the execution and delivery of this Agreement, the delivery
of the Shares to Buyer(s) and the delivery of the purchase price to
the Seller, irrespective of any investigation made by or on
behalf of either party hereto.
16. Further Actions: Any time and from time to time, each party
agrees, without further consideration, to take such actions and to
execute and deliver such documents as may be reasonably necessary
to effectuate the purposes of this Agreement.
Kindly indicate your agreement with the foregoing by signing and
returning to me a copy of this Agreement.
Very truly yours,
Robert Price
AGREED TO:
S.A.C. CAPITAL MANAGEMENT, L.P.
By: Lawson Capital Management, Inc.
as General Partner
By: ______________________________
Steven A. Cohen, President
AGREED AS TO PARAGRAPH 8 ONLY:
_____________________________
Steven A Cohen
_____________________________
Michael Lewittes
