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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. 11)*
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)
January 2, 1997
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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
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
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 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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 202,704
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 114,327
10 SHARED DISPOSITIVE POWER
263,683
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,010
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 202,704
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 114,327
10 SHARED DISPOSITIVE POWER
263,683
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,010
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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. 11
Price Communications Corporation
This Amendment No. 11 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, Amendment No. 9 to the Schedule 13D filed June 7, 1996
and Amendment No. 10 to the Schedule 13D filed December 20, 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, No. 9 and No. 10 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. does not beneficially own any shares of
Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of 378,010
shares (4.1%) of Common Stock. The 378,010 shares of Common Stock beneficially
owned by Laifer Capital Management, Inc. represents 378,010 shares of Common
Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as
Investment Advisor to various 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 Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. As of November 8, 1996,
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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) 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) On January 2, 1997, Hilltop Partners, L.P. distributed an
aggregate of 569,605 shares of Common Stock to limited partners of Hilltop
Partners, L.P. in connection with complete redemptions of interests in Hilltop
Partners, L.P.
(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: January 2, 1997 HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT,
Inc, as General Partner
By: /s/ Lance Laifer
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Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
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Lance Laifer
President
/s/ Lance Laifer
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Lance Laifer
