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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
February 1, 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))
Page 1 of 5 Pages
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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*
Inapplicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,758,335
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
724,191
10. SHARED DISPOSITIVE POWER
1,034,144
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,758,335
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
14. TYPE OF REPORTING PERSON
IN
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This Amendment No. 5 amends Item 5.
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 February 1, 1995, Mr. Price will beneficially
own 1,758,335 shares of Common Stock or 21.7% of the
shares outstanding on that date.
(b) Number of Shares and Power to Vote
Mr. Price currently has the sole power to vote 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 1,034,144 shares.
(c) Description of Securities Transactions
Mr. Price assigned to the Company his rights to
acquire 862,300 shares of Common Stock from S.A.C.
Capital Management, L.P., and such shares were
acquired by the Company on February 1, 1995.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in Amendment No. 5 of this
statement is true, complete and correct.
Date: February 1, 1995
Signature: /s/ Robert Price
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Robert Price
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