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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. 10)*
Price Communications Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
741437305
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(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Hilltop Partners, L.P. 919 Third Avenue
45 West 45th Street New York, New York 10022
New York, New York 10036 (212) 758-9500
(212) 921-4139
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 16, 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).
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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
NUMBER OF 7 SOLE VOTING POWER
SHARES 569,605
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 569,605
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
569,605
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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
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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
NUMBER OF 7 SOLE VOTING POWER
SHARES 772,309
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 683,932
10 SHARED DISPOSITIVE POWER
263,683
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
947,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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
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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
NUMBER OF 7 SOLE VOTING POWER
SHARES 772,309
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 683,932
10 SHARED DISPOSITIVE POWER
263,683
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
947,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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. 10
Price Communications Corporation
This Amendment No. 10 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, Amendment No. 8 to the Schedule 13D
filed July 6, 1995 and Amendment No. 9 to the Schedule 13D filed June 7, 1996 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, No. 8 and No. 9 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 569,605 shares
(6.2%) of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of 947,615
shares (10.2%) of Common Stock. The 947,615 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes (i) 569,605
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)
378,010 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.
The number of shares beneficially owned by the Reporting Persons and
the percentage of outstanding shares represented thereby have been computed in
accordance with
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Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As of November
8, 1996, there were 9,247,208 shares of Common Stock outstanding as reported in
the Company's Quarterly Report on Form 10-Q for the period ended September 30,
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
569,605 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
569,605 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 202,704 shares of Common
Stock owned by certain of the Clients, (ii) has the sole power to dispose and
direct the disposition of 114,327 shares of Common Stock owned by Offshore and
(iii) shares with certain of the Clients the power to dispose and direct the
disposition of 263,683 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, sold 500 shares of Common Stock on
December 10, 1996 at a net price of $8.5025 per share and 500 shares of Common
Stock on December 19, 1996 at a net price of $8.5025 per share.
(d) Not applicable.
(e) Not applicable.
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 1996 HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT,
Inc, as General Partner
By: /s/ Lance Laifer
-------------------------
Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
-------------------------
Lance Laifer
President
/s/ Lance Laifer
-------------------------
Lance Laifer
<PAGE>
Annex A
Price Communications Corporation*
<TABLE>
<CAPTION>
Laifer Cap. Hilltop Wolfson Offshore Haussman
Price($) Comm.($) # Shares # Shares # Shares # Shares # Shares
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
10/24/96 $8.375 $0.05 5,000 2,500 1,600 500 400
10/29/96 8.50 0.05 2,000 1,000 600 200 200
11/21/96 8.375 0.05 6,000 6,000 0 0 0
11/25/96 8.375 0.05 6,000 0 6,000 0 0
11/27/96 8.25 0.05 10,000 0 10,000 0 0
11/29/96 8.125 0.05 1,000 0 1,000 0 0
12/09/96 8.4375 0.05 5,000 5,000 0 0 0
12/16/96 8.375 0.05 129,461 0 129,461 0 0
12/19/96 8.50 0.05 100,000 20,000 80,000 0 0
<</Table>
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* All transactions reported were open-market sales.
</TABLE>
