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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 12, 1995 1-8309
Date of Report (Date of earliest event reported) Commission File Number
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-2991700
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
45 ROCKEFELLER PLAZA, NEW YORK, NY 10020
(Address of Principal Executive Offices) (Zip Code)
(212) 757-5600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On January 12, 1995, the Rights Agreement dated as of October 6, 1994
between Price Communications Corporation (the "Corporation") and Harris Trust
Company of New York, as Rights Agent (the "Rights Agreement") was amended. The
Amendment revised the final unnumbered paragraph of Section 1(d) of the Rights
Agreement to read in its entirety as follows:
Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, (i) the phrase "then outstanding", when used with the reference
to a Person's Beneficial Ownership of securities of the Corporation, shall mean
the number of such securities then issued and outstanding together with the
number of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder; and (ii) a Person shall
not be deemed the "Beneficial Owner" of and shall not be deemed to
"beneficially own" any securities solely by virtue of the entering into by such
Person of any agreement to purchase such securities provided that such
agreement provides such Person's rights under such agreement may be assigned to
another Person or Persons and the actual purchaser of such securities under
such agreement is not an Acquiring Person.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) The following document is furnished as an Exhibit to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
4. Amendment dated January 12, 1995 to Rights Agreement dated as of
October 6, 1994 between Price Communications Corporation and Harris
Trust Company of New York.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
Date: January 23, 1995
/s/Kim I. Pressman
--------------------------------
Name: Kim I. Pressman
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit # Description
- --------- ------------
4. Amendment dated January 12, 1995 to Rights Agreement dated as of
October 6, 1994 between Price Communications Corporation and Harris
Trust Company of New York.
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EXHIBIT 4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT TO RIGHTS AGREEMENT, dated January 12, 1995, between Price
Communications Corporation and Harris Trust Company of New York, as Rights
Agent.
The parties hereby agree as follows:
1. That certain Rights Agreement dated as of October 6, 1994 between
the parties hereto (the "Agreement") is hereby amended so that the final
unnumbered paragraph of Section 1(d) thereof shall read in its entirety as
follows:
"Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, (i) the phrase "then outstanding",
when used with the reference to a Person's Beneficial
Ownership of securities of the Corporation, shall mean the
number of such securities then issued and outstanding together
with the number of such securities not then actually issued
and outstanding which such Person would be deemed to own
beneficially hereunder; and (ii) a Person shall not be deemed
the "Beneficial Owner" of and shall not be deemed to
"beneficially own" any securities solely by virtue of the
entering into by such Person of any agreement to purchase such
securities provided that such agreement provides such Person's
rights under such agreement may be assigned to another Person
or Persons and the actual purchaser of such securities under
such agreement is not an Acquiring Person."
2. Except as aforesaid, the Agreement shall remain in full force and
effect and unchanged.
PRICE COMMUNICATIONS CORPORATION
By: /s/Robert Price
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Robert Price, President
HARRIS TRUST COMPANY OF NEW YORK,
as Rights Agent
By: /s/Brian R. Sahlin
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Authorized Signature
