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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. 7)*
PRICE COMMUNICATIONS CORPORATION
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
741437305
(CUSIP NUMBER)
with copies to:
Hilltop Partners, L.P. Gerald Adler
Laifer, Inc. Shereff, Friedman,
Lance Laifer Hoffman & Goodman, LLP.
114 West 47th Street, New York, NY 10036 919 Third Avenue, New York, NY 10022
(212) 921-4139 (212) 758-9500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
March 8, 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).
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SCHEDULE 13D
CUSIP No. 741437305 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hilltop Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 SOLE VOTING POWER
SHARES | 502,484
BENEFICIALLY | 8 SHARED VOTING POWER
OWNED BY | 0
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING | 502,484
PERSON | 10 SHARED DISPOSITIVE POWER
WITH | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,484
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 741437305 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laifer Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 SOLE VOTING POWER
SHARES | 682,848
BENEFICIALLY | 8 SHARED VOTING POWER
OWNED BY | 0
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING | 596,086
PERSON | 10 SHARED DISPOSITIVE POWER
WITH | 435,558
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,644
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14 TYPE OF REPORTING PERSON*
Co, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 741437305 Page 4 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF | 7 SOLE VOTING POWER
SHARES | 682,848
BENEFICIALLY | 8 SHARED VOTING POWER
OWNED BY | 0
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING | 596,086
PERSON | 10 SHARED DISPOSITIVE POWER
WITH | 435,558
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,644
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- - -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Schedule 13D Amendment No. 7
Price Communications Corporation
This Amendment No. 7 to the Statement on Schedule 13D (as defined
below) amends and restates the Statement on Schedule 13D filed October 29, 1993
(the "Schedule 13D"), the Amendment No. 1 to the Schedule 13D filed December
17, 1993, the Amendment No. 2 to the Schedule 13D filed February 5, 1994, the
Amendment No. 3 to the Schedule 13D filed March 1, 1994, the Amendment No. 4 to
the Schedule 13D filed March 18, 1994, the Amendment No. 5 to the Schedule 13D
filed December 5, 1994 and the Amendment No. 6 to the Schedule 13D filed
December 20, 1994 by Hilltop Partners, L.P., Laifer Inc. and Lance Laifer
(collectively, the "Reporting Persons"), each relating to the common stock, par
value $.01 per share (the "Common Stock"), of Price Communications Corporation,
a Delaware corporation (the "Company"). The above-referenced Statement on
Schedule 13D and Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6 are
collectively referred to herein as the "Schedule 13D".
Item 5. Interest in Securities of Issuer.
Item 5 is amended and restated to read in full as follows:
(a) Hilltop Partners, L.P. is the beneficial owner of 502,484 shares
(6.4%) of Common Stock.
Laifer Inc. is the beneficial owner of 1,031,644 shares (13.1%) of
Common Stock. The 1,031,644 shares of Common Stock beneficially owned by
Laifer Inc. includes (i) 502,484 shares of Common Stock beneficially owned by
Laifer Inc. in its capacity as General Partner and Investment Advisor to
Hilltop Partners, L.P., which shares have been described in the previous
paragraph and (ii) 529,160 shares of Common Stock beneficially owned by Laifer
Inc. in its capacity as Investment Advisor to various other clients. These
clients include: (a) various Wolfson family entities, with an address at One
State Street Plaza, New York, New York 10004-1505, (b) Grosvenor Multi Strategy
Fund, L.P., 333 W. Wacker Drive, Suite 1610, Chicago, Illinois 60606-
1218, (c) Haussman Holdings N.V., a Netherlands Antilles corporation, (d)
various charitable trusts, with an address at One State Street Plaza, New York,
New York 10004-1505 and (e) Hilltop Offshore Limited ("Offshore"), a Cayman
Islands company, with an address c/o Consolidated Fund Management Limited, P.O.
Box HM 2257, Par La Ville Place, 14 Par La Ville Road, Hamilton HMJX, Bermuda
(the "Clients").
Lance Laifer, as president and principal stockholder of Laifer Inc.,
is deemed to have the same beneficial ownership as Laifer Inc.
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The number of shares beneficially owned by the Reporting Persons and
the percentage of outstanding shares represented thereby have been computed in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. As of March 8, 1995, there were 7,896,095 shares of Common Stock
outstanding as disclosed to the Reporting Persons by an officer of the Company.
(b) Hilltop Partners, L.P. has the sole power (i) to vote or to
direct the voting of and (ii) to dispose and to direct the disposition of the
502,484 shares of Common Stock beneficially owned by it. Hilltop Partners,
L.P.'s power to vote and dispose of its shares rests with Laifer Inc., in its
capacity as the General Partner of Hilltop Partners, L.P.
Laifer Inc. has the sole power (i) to vote and to direct the voting
of and (ii) to dispose and direct the disposition of the 502,484 shares of
Common Stock beneficially owned by it in its capacity as the General Partner of
Hilltop Partners, L.P. Laifer Inc. (i) has sole power to vote and to direct
the voting of 180,364 shares of Common Stock owned by certain of the Clients,
(ii) has the sole power to dispose and direct the disposition of 93,602 shares
of Common Stock owned by Offshore and (iii) shares with certain of the Clients
the power to dispose and direct the disposition of 435,558 shares of Common
Stock owned by Laifer Inc. in its capacity as Investment Advisor to such
Clients.
(c) On March 8, 1995, one of the Clients purchased 2,500 shares of
Common Stock at a price of $6.55 per share in an open market transaction.
(d) Not applicable.
(e) Not applicable.
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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: March 9, 1995 HILLTOP PARTNERS, L.P.
By: LAIFER INC.,
as General Partner
By: /s/ Lance Laifer
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Lance Laifer
President
LAIFER INC.
By: /s/ Lance Laifer
--------------------
Lance Laifer
President
By: /s/ Lance Laifer
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Lance Laifer
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