SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRICE COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
741437305
(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 398-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, Esq.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
February 7, 1997
(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 [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
<PAGE>
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CUSIP No. 453235103 13D Page ___ of ___Pages
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 Fir Tree, Inc. d/b/a Fir Tree Partners
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2 (b)[ ]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4 AF, WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 USA
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NUMBER OF SOLE VOTING POWER
SHARES 7 0
BENEFICIALLY ------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH
REPORTING 8 0
PERSON WITH ------------------------------------------------------
SOLE DISPOSITIVE POWER
9 0
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SHARED DISPOSITIVE POWER
10 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0.0%
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TYPE OF REPORTING PERSON*
14 CO, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is
being filed on behalf of Fir Tree, Inc., a New York Corporation, doing business
as Fir Tree Partners ("Fir Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr.
Tannenbaum"), the sole shareholder, executive officer, director, and principal
of Fir Tree Partners, as an amendment to the initial statement on Schedule 13D,
relating to shares of Common Stock of Price Communications Corporation (the
"Issuer"), as filed with the Securities and Exchange Commission (the
"Commission") on September 14, 1995 and amended by Amendment No. 1 to Schedule
13D filed with the Commission on October 18, 1995.
This Amendment No. 2 relates to shares of Common Stock of the
Issuer sold by Fir Tree Partners to the Issuer for the account of (i) Fir Tree
Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general
partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir Tree
Institutional"), of which Mr. Tannenbaum is a member of the general partner, and
(iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which Mr.
Tannenbaum acts as investment advisor.
ITEM 1. SECURITY AND ISSUER
Securities disposed: Shares of Common Stock, par value $0.01
per share, of the Issuer (the "Common Stock")
Issuer: Price Communications Corporation
45 Rockefeller Plaza, Suite 3201
New York, NY 10020
Tel. No. (212) 757-5600
ITEM 2. IDENTITY AND BACKGROUND
Fir Tree, Inc., a New York corporation, doing business as Fir Tree
Partners, provides investment management services to private individuals and
institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New
York, NY 10036. Mr. Tannenbaum is the sole shareholder, executive officer,
director and principal of Fir Tree Partners. Mr. Tannenbaum's principal
occupation is investment management and he is a United States citizen. His
business address is Fir Tree Partners, 1211 Avenue of the Americas, 29th Floor,
New York, NY 10036. Neither Fir Tree Partners nor Mr. Tannenbaum has been
convicted in a criminal proceeding during the last five years. Neither Fir Tree
Partners nor Mr. Tannenbaum is and during the past five years was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof, subject to any 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Pursuant to a letter agreement, dated February 7, 1997, Fir Tree
Partners sold (i) 868,579 shares of Common Stock through Fir Tree Value Fund for
$9,120,079.50, (ii) 99,410 shares of Common Stock through Fir Tree Institutional
for $1,043,805.00 and (iii) 45,205 shares of Common Stock through Fir Tree LDC
for $474,652.50, for a total sale price of $10,638,537.00.
Between November 1, 1995 and June 13, 1996, Fir Tree Partners
invested (i) $758,301 in shares of Common Stock through Fir Tree Value Fund for
a total investment of $4,589,619 for Fir Tree Value Fund, (ii) $72,875 in shares
of Common Stock through Fir Tree Institutional for a total investment of $72,875
for Fir Tree Institutional and (iii) $73,355 in shares of Common Stock through
Fir Tree LDC for a total investment of $994,808 for Fir Tree LDC.
ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum acquired all shares of Common
Stock for portfolio investment purposes and disposed of all such shares of
Common Stock on February 7, 1997. Fir Tree Partners and Mr. Tannenbaum reserve
the right to acquire, or dispose of, additional securities of the Issuer or any
of its securities, in the ordinary course of business, to the extent deemed
advisable in light of its general investment and trading policies, market
conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Fir Tree Partners is the beneficial owner of no shares of
Common Stock or 0.0% of the shares outstanding.
(b) Fir Tree Partners had the sole power to vote and dispose of the
shares of Common stock beneficially held by Fir Tree Value Fund, Fir Tree LDC
and Fir Tree Institutional.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a letter agreement, dated February 7, 1997, between Fir
Tree Partners and Price Communications Corporation, Fir Tree Partners sold (i)
868,579 shares of Common Stock through Fir Tree Value Fund for $9,120,079.50,
(ii) 99,410 shares of Common Stock through Fir Tree Institutional for
$1,043,805.00 and (iii) 45,205 shares of Common Stock through Fir Tree LDC for
$474,652.50, for a total sale price of $10,638,537.00.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Letter Agreement, dated February 7, 1997, between
Fir Tree Partners and Price Communications Corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 18, 1997
Fir Tree, Inc. d/b/a Fir Tree Partners
/s/ JEFFREY TANNENBAUM
By: JEFFREY TANNENBAUM, President
/s/ JEFFREY TANNENBAUM
Jeffrey Tannenbaum
<PAGE>
EXHIBIT A
FIR TREE PARTNERS
February 7, 1997
Mr. Robert Price
Price Communications Corporation
45 Rockefeller Center
Suite 3201
New York, New York 10020
Dear Bob:
Pursuant to our agreement on Thursday, February 6, 1997, this is written
confirmation of our agreement to sell and Price Communication's agreement to buy
from us 1,013,194 shares of Price Communications Corporation (Ticket: PR) at a
price of $10.50 per share for a total of $10,638,537.00. The shares will be sold
by the entities listed below. Please note that 504,549 shares were purchased
more than two years ago, and that the remaining balance of 508,645 were
purchased within the past two years.
868,579 Fir Tree Value Fund, L.P.
99,410 Fir Tree Institutional Value Fund, L.P.
45,205 Fir Tree Value Partners LDC II
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1,013,194
Please issue checks as follows:
$9,120,079.50 Fir Tree Value Fund, L.P. (034-21700)
1,043,805.00 Fir Tree Institutional Value Fund, L.P. (045-21703)
474,652.50 Fir Tree Value Partners LDC II (037-21716)
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$10,638.537.00 Total
Please sign below to confirm you understanding of this agreement and fax it back
to me at (212) 575-5576. Please call me at (212) 398-3500 if you have any
questions.
Sincerely,
/s/ JEFFREY TANNENBAUM
Jeffrey Tannenbaum
Accepted by:
/S/ ROBERT PRICE
Robert Price,
CEO, Price Communications Corporations
