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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Price Communications Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
741437305
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(CUSIP Number)
Peter G. Samuels, Esq.
1585 Broadway
New York, New York 10036
(212) 969-3335
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 1995
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(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.
(Continued on following pages(s))
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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).
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CUSIP NO. 741437305
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Price
052241539
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,758,335
8. SHARED VOTING POWER
862,300
9. SOLE DISPOSITIVE POWER
724,191
10. SHARED DISPOSITIVE POWER
1,896,444
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,620,635
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2%
14. TYPE OF REPORTING PERSON
IN
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This Amendment No. 4 amends Items 3, 4, 5, 6 and 7.
Item 3. Source and Amount of Funds or Other Consideration
Robert Price supplied the funds for the
deposit reported under Item 5.
Item 4. Purpose of Transaction
Any shares of Common Stock reported under Item 5
to be acquired by Mr. Price will be acquired as an
investment. Mr. Price's rights to acquire such
862,300 of such shares are assignable and he may
assign the right to acquire all or a portion of
such shares.
The Reporting Person has no plans or proposals
which would result in any transaction enumerated
in Items 4(b) through (j). From time to time Mr.
Price may acquire or dispose of additional
securities of the issuer. Also, as a director of
Price Communications Corporation, Mr. Price may
participate in decisions relating to the
acquisition or disposition of its securities by
Price Communications Corporation.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percentage of Shares of
Common Stock Outstanding Beneficially Owned by
Reporting Person
As of January 12, 1995, Mr. Price, will
beneficially own 2,620,635 shares of Common Stock
or 29.2% of the shares outstanding on that date.
(b) Number of Shares and Power to Vote
Mr. Price currently has the sole power to vote
1,758,335 of the shares listed under item 5(a);
and the sole power to dispose of 724,191 of the
shares listed under Item 5(a). He shares the
power to dispose of the remaining 1,896,444
shares.
(c) Description of Securities Transactions
On January 12, 1995, Robert Price entered into a
letter agreement (the "Agreement") with S.A.C.
Capital Management, L.P. ("SAC"), under which SAC
agreed to sell 862,300 shares of Common Stock at a
purchase price of $7.625 per share, or an
aggregate of $6,575.50. Mr. Price provided a down
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payment of $200,000. The balance of the purchase
price is due at the closing, which must take place
not later than February 1, 1995. Mr. Price's
rights under the Agreement are assignable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
In addition, SAC and Steven A. Cohen, President of
the General Partner of SAC, Lawson Capital
Management, L.P., and Michael Lewittes agreed that
subject to being able to participate in certain
passive investments amounting to less than 5% of
the outstanding Common Stock, for a period of five
years after the date of the Agreement, that
neither SAC nor Steven A. Cohen, Lawson Capital
Management, L.P., Michael Lewittes nor any of
their respective partners, stockholders, officers,
employees, affiliates or associates ("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, or negotiate with respect to the
acquisition of, record or beneficial ownership of
any capital stock, debt securities, indebtedness
or any other securities of the Company or any
subsidiary of the Company ("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 or any assets of
the Company or any subsidiary of the Company, (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 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 Securities Exchange Act of
1934 (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
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or used in Rule 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) 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.
Item 7. Material to be Filed as Exhibits
Ex-99 - Letter Agreement dated January 12, 1995.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
Amendment No. 4 of this statement is true, complete and correct.
Date: January 13, 1995
Signature: /s/ Robert Price
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Robert Price
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99 Letter Agreement dated January 12, 1995.
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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.
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(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)
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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
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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
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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,
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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 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
<PAGE> 7
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
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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)
<PAGE> 9
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.
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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:
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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.
520 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.
<PAGE> 12
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.
<PAGE> 13
Kindly indicate your agreement with the foregoing by
signing and returning to me a copy of this Agreement.
Very truly yours,
/s/ Robert Price
-----------------
Robert Price
AGREED TO:
S.A.C. CAPITAL MANAGEMENT, L.P.
By: Lawson Capital Management, Inc.
as General Partner
By: /s/ Steven A. Cohen
--------------------------
Steven A. Cohen, President
AGREED AS TO PARAGRAPH 8 ONLY:
/s/ Steven A. Cohen
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Steven A. Cohen
/s/ Michael Lewittes
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Michael Lewittes
