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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. 3)*
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)
February 1, 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 4 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*
N/A
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
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
The Schedule 13D, dated November 4, 1994, and the Amendments to
the Schedule 13D, dated December 6, 1994 and January 12, 1995
respectively, filed by S.A.C. Capital Management, L.P. ("SAC")
ith 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
Not applicable.
Item 4. Purpose of Transaction
In a private transaction SAC sold all of the 862,300 shares of
Common Stock to the Company on Februry 1, 1995 for an aggregate
purchase price of $6,575,037.50 ($7.625 per share) pursuant
to the Purchase Agreement dated January 12, 1995 by and
between SAC and Robert Price, President, Chief Executive
Officer and Treasurer of the Company.
Items 5. Interest in Securities of the Issuer
(a) Not applicable.
(b) Not applicable.
(c) In a private transaction SAC sold all of the 862,300 shares of
Common Stock to the Company on Februry 1, 1995 for an aggregate
purchase price of $6,575,037.50 ($7.625 per share) pursuant to the
Purchase Agreement dated January 12, 1995 by and between SAC and
Robert Price, President, Chief Executive Officer and Treasurer of
the Company.
(d) No amendment.
(e) SAC ceased to be the beneficial owner of more than five
percent of the Common Stock on February 1, 1995.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No amendment.
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: February 1, 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
