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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(1)
PRICELLULAR CORPORATION
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(NAME OF ISSUER)
CLASS A COMMON STOCK,
$.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
741504 10 4
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(CUSIP NUMBER)
RICHARD D. TRUESDELL, JR., ESQ.
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 5, 1996
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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 this 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 less than five percent 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)
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(1) The remainder of this cover page should 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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13D
CUSIP NO. 741504 10 4 PAGE 2 OF 7 PAGES
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
PRICE COMMUNICATIONS CORPORATION
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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 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, United States of America
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<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 2,799,688
Shares
Beneficially (8) Shared Voting Power 0
Owned by
Each (9) Sole Dispositive Power 2,799,688
Reporting
Person with (10) Shared Dispositive Power 0
</TABLE>
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,799,688
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
17.2%*
* See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
CO
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The following information amends and supplements the Schedule 13D dated
February 9, 1996.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of PriCellular Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 45 Rockefeller Plaza, New York, NY 10020.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Price Communications Corporation, a Delaware
corporation ("Price Communications").
Price Communications is a nationwide communications company whose principal
business is owning and operating television stations and other communications
properties.
The address of the principal business and principal offices of Price
Communications is 45 Rockefeller Plaza, New York, NY 10020.
Price Communications has not, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has it been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF CONSIDERATION
The source of funds used in making the purchases was available working
capital of Price Communications. The aggregate purchase price was $5,000,000
(500,000 shares at a purchase price of $10.00 per share). See Item 4.
ITEM 4. PURPOSE OF THE TRANSACTION
On August 5, 1996, Price Communications purchased 500,000 shares of Class A
Common Stock of the Company in the public offering of 2,500,000 shares of Class
A Common Stock pursuant to a Registration Statement on Form S-3 (Reg. No.
333-03737).
Price Communications purchased the shares for investment purposes. Price
Communications intends, however, to continue to review its investment in the
Company on the basis of various factors, including the Company's businesses,
results of operations, financial condition and future prospects, conditions in
the securities market and general economic and industry conditions. Based upon
such review, it will take such actions as it may deem appropriate in light of
the circumstances existing from time to time. In this connection, it may,
subject to market conditions and other factors that it may deem relevant, (i)
purchase or otherwise acquire additional shares from time to time in the open
market, in privately negotiated transactions or otherwise, or (ii) sell or
otherwise dispose of, shares beneficially owned, whether now or in the future,
from time to time in the open market, in privately negotiated transactions to
one or more purchasers or otherwise. Price Communications does not currently
have any plans or proposals relating to the activities described in paragraphs
(a)-(j) of Item 4 of Schedule 13D, except with respect to sales or transfers of
portions of the warrants to certain existing stockholders of the Company.
Page 4 of 7
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ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Price Communications is the beneficial owner of 2,788,688 shares of
Class A Common Stock, representing 17.2% of the total number of shares of Class
A Common Stock outstanding as# of August 5, 1996.(1) The 2,788,688 shares
consist of (A) 1,333,000 shares of Class A Common Stock held by Price
Communications and (B) warrants held by Price Communications that are currently
exercisable to purchase 1,455,688 shares of Class B Common Stock, par value $.01
per share, of the Company ("Class B Common Stock"), which shares are convertible
at the option of the holder into shares of Class A Common Stock. As a Director
and as the President, Chief Executive Officer and Treasurer of Price
Communications, Rober Price may be deemed to be the beneficial owner of the
2,788,688 shares.
(b) Except as otherwise described herein, Price Communications does not
have any sole or shared power to vote or to direct the vote of any shares of
Class A Common Stock nor sole or shared power to dispose of or direct the
disposition of any shares of Class A Common Stock.
(c) In July 1996, Price Communications acquired a total of 11,000 shares of
the Company's Class A Common Stock in open market purchases at prices of
between $10.88 per share and $11.23 per share. Except as described in the
foregoing sentence and for the acquisition by Price Communications of the
500,000 shares of Class A Common Stock described herein, no transactions in
shares of Common Stock have been effected during the past 60 days by
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(1 Any security that Price Communications has the right to acquire within 60
days is deemed to be outstanding for the purposes of calculating Price
Communications' ownership percentage, but is not deemed to be outstanding for
purposes of calculating the ownership percentage of any other reporting
person. According to information provided by the Company, on August 5, 1996,
14,829,674 shares of Class A Common Stock and 15,964,596 shares of Class B
Common Stock were outstanding.
Page 5 of 7
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Price Communications nor by any other person controlling Price Communications.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
There are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between any of such persons and any
other person with respect to any securities of the Company except as referred to
or described herein.
ITEM 7. MATERIAL FILED AS EXHIBITS.
None.
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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
accurate.
Dated: August 15, 1996
PRICE COMMUNICATIONS CORPORATION
By /s/ Robert Price
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Name: Robert Price
Title: President
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