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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. 1)*
PALMER WIRELESS, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
697033-10-8
(CUSIP Number)
Peter G. Samuels, Esq.
c/o Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 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 this
statement [ ]. (A fee is not required only if the filing
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 five percent
or less 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 the disclosures provided
in a prior cover page.
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 ("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).
SCHEDULE 13D
CUSIP No. 697033-10-8
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Price Communications Corporation
13-2991700
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
New York
NUMBER OF SOLE VOTING POWER 1,577,200
SHARES
BENEFICIALLY SHARED VOTING POWER 0
OWNED BY
EACH SOLE DISPOSITIVE POWER 1,577,200
REPORTING
PERSON WITH SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,577,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
14 TYPE OF REPORTING PERSON*
CO
*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.
This Amendment No. 1 amends Item 5 of Schedule 13D, dated
July 1, 1997 and filed by Price Communications Corporation, a New
York corporation (the "Corporation"), relating to the shares of
Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), of Palmer Wireless, Inc., a Delaware corporation
(the "Issuer").
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Statement, the Corporation
beneficially owns 1,577,600 shares or 15.0% of the outstanding
Class A Common Stock of the Issuer (based on the number of
outstanding shares of Class A Common Stock, as disclosed in the
Issuer's Annual Report on Form 10-K for the year ended December
31, 1996).
(b) As of the date of this Statement, the Corporation has
the sole power to vote and dispose of 1,577,600 shares of Class A
Common Stock of the Issuer.
(c) Certain information with respect to all transactions in
the Shares effected by the Corporation since the date of the
initial filing of this statement is set forth in Exhibit 1
hereto, which is incorporated herein by reference. To the best
knowledge of the Corporation, no executive officer or director of
the Corporation has effected any transactions in the Shares
during the past 60 days.
(d) No person other than the Corporation has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Shares beneficially owned by
the Corporation.
(e) Not applicable.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in Amendment No.
1 of this statement is true, complete and correct.
Date: July 9, 1997 /s/ Robert Price
Robert Price, as President and
Chief Executive Officer of
Price Communications
Corporation.
EXHIBIT INDEX
Exhibit Number Description Sequential Page
Number
1 Certain information with 6
respect to all transactions
in the Shares effected by the
Corporation since the date of
the initial filing of this
statement.
EXHIBIT 1
Date of Description of Purchase
Transaction: Transaction Price:
July 2, 1997 Acquisition of 40,000 shares of $665,000
Class A Common Stock by the
Corporation in an open market
transaction
July 2, 1997 Acquisition of 2,000 shares of $33,500
Class A Common Stock by the
Corporation in an open market
transaction
July 7, 1997 Acquisition of 25,000 shares of $418,750
Class A Common Stock by the
Corporation in an open market
transaction
July 7, 1997 Acquisition of 175,000 shares of $2,953,125
Class A Common Stock by the
Corporation in an open market
transaction
July 8, 1997 Acquisition of 388,600 shares of $6,509,050
Class A Common Stock by the
Corporation in an open market
transaction
July 8, 1997 Acquisition of 50,000 shares of $837,500
Class A Common Stock by the
Corporation in an open market
transaction
