UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Price Communications Corporation
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
741437305
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman &
Hilltop Partners, L.P. Goodman, LLP
45 West 45th Street 919 Third Avenue
New York, New York 10036 (212) 921-4139 New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 5, 1996
(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
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
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.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 741437305 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hilltop Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF 619,505
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 619,505
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 741437305 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laifer Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 828,909
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 737,432
WITH
10 SHARED DISPOSITIVE POWER
507,144
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,244,576
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON*
CO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 741437305 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 828,909
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 737,432
WITH
10 SHARED DISPOSITIVE POWER
507,144
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,244,576
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
<PAGE>
Schedule 13D Amendment No. 9
Price Communications Corporation
This Amendment No. 9 to the Statement on Schedule
13D (as defined below) amends and supplements the Statement on
Schedule 13D filed October 29, 1993 (the "Schedule 13D"),
Amendment No. 1 to the Schedule 13D filed December 17, 1993,
Amendment No. 2 to the Schedule 13D filed February 5, 1994,
Amendment No. 3 to the Schedule 13D filed March 1, 1994,
Amendment No. 4 to the Schedule 13D filed March 18, 1994,
Amendment No. 5 to the Schedule 13D filed December 5, 1994,
Amendment No. 6 to the Schedule 13D filed December 20, 1994,
Amendment No. 7 to the Schedule 13D filed March 9, 1995 and
Amendment No. 8 to the Schedule 13D filed July 6, 1995 by Hilltop
Partners, L.P., Laifer Capital Management, Inc. (formerly known as
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, No. 6, No. 7 and No. 8 are collectively referred to
herein as the "Schedule 13D". All terms used herein but not defined
herein shall have the meanings given to them in 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
619,505 shares (6.6%) of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner
of 1,244,576 shares (13.2%) of Common Stock. The 1,244,576
shares of Common Stock beneficially owned by Laifer Capital
Management, Inc. includes (i) 619,505 shares of Common Stock
beneficially owned by Laifer Capital Management, 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)
625,071 shares of Common Stock beneficially owned by Laifer
Capital Management, 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) Haussman Holdings N.V., a Netherlands
Antilles corporation, (c) various charitable trusts, with an address at
One State Street Plaza, New York, New York 10004-1505 and (d)
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 Capital Management, Inc., is deemed to have the same
beneficial ownership as Laifer Capital Management, Inc.
Page 5
<PAGE>
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
April 30, 1996, there were 9,418,242 shares of Common Stock
outstanding as reported in the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1996.
(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 619,505 shares of Common Stock beneficially
owned by it. Hilltop Partners, L.P.'s power to vote and dispose of its
shares rests with Laifer Capital Management, Inc., in its capacity as
the General Partner of Hilltop Partners, L.P.
Laifer Capital Management, Inc. has the sole power (i)
to vote and to direct the voting of and (ii) to dispose and direct the
disposition of the 619,505 shares of Common Stock beneficially
owned by it in its capacity as the General Partner of Hilltop Partners,
L.P. Laifer Capital Management, Inc. (i) has sole power to vote and
to direct the voting of 209,404 shares of Common Stock owned by
certain of the Clients, (ii) has the sole power to dispose and direct the
disposition of 117,927 shares of Common Stock owned by Offshore
and (iii) shares with certain of the Clients the power to dispose and
direct the disposition of 507,144 shares of Common Stock owned by
Laifer Capital Management, Inc. in its capacity as Investment Advisor
to such Clients.
(c) All transactions in the Common Stock effected
by the Reporting Persons and the Covered Persons during the past
sixty days are set forth in Annex A attached hereto and are
incorporated herein by reference. In addition, Mr. Eisenberger, one
of the Covered Persons, purchased 1,500 shares for his IRA account
during January 1996.
(d) Not applicable.
(e) Not applicable.
Page 6
<PAGE>
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: June 7, 1996 HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT,
Inc, as General Partner
By: /s/ Lance Laifer
---------------------------
Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
Lance Laifer
President
/s/ Lance Laifer
--------------------------
Lance Laifer
<PAGE>
Annex A
Price Communications Corporation
<TABLE>
<CAPTION>
Laifer Inc. Hilltop Wolfson Offshore Haussman
Price Comm. Net Price # Shares # Shares # Shares # Shares # Shares
----- ----- --------- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4/18/96
BUYS 7.500 $0.0500 $7.550 1,500 0 1,500 0 0
6/5/96
BUYS 7.625 $0.0500 $7.675 6,000 3,000 600 1,900 500
</TABLE>
