SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
PRICELLULAR CORPORATION
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(Name of Issuer)
Class A Common Stock,
$.01 Par Value
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(Title of Class of Securities)
741504 10 4
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(CUSIP Number)
Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 24, 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 schedule because of Rule 13d-1(b)(3) or (4), check the
following box. [ ]
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.
(Continued on following pages)
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(1) The remainder of this cover page should 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).
13D
CUSIP No. 741504 10 4 Page 2 of 7 pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
PRICE COMMUNICATIONS CORPORATION
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(2) Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
Not applicable
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware, United States of America
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Number of (7) Sole Voting Power 3,727,860
Shares
Beneficially (8) Shared Voting Power 0
Owned by
Each (9) Sole Dispositive Power 3,727,860
Reporting
Person with (10) Shared Dispositive Power 0
*See response to Item 5 below.
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,860
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
16.4%
*See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
CO
The following information amends and supplements Amendment No. 2 to
the Schedule 13D dated August 15, 1996.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of PriCellular Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 45 Rockefeller Plaza, New York, NY 10020.
Item 2. Identity and Background.
This statement is filed by Price Communications Corporation, a Delaware
corporation ("Price Communications").
Price Communications is a nationwide communications company whose
principal business is owning and operating television stations and other
communications properties.
The address of the principal business and principal offices of Price
Communications is 45 Rockefeller Plaza, New York, NY 10020.
Price Communications has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has it been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding been subject to a 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.
Item 3. Source and Amount of Consideration.
The source of funds used in making the purchases was available working
capital of Price Communications. The aggregate purchase price was $2,225,136.
See Item 4.
Item 4. Purpose of the Transaction
From August 23, 1996 to April 3, 1997, Price Communications purchased
an aggregate of 242,000 shares of Class A Common Stock of the Company in a
series of open market purchases at prices of between $8.52 per share and
$14.59 per share.
Price Communications purchased the shares for investment purposes.
Price Communications intends, however, to continue to review its investment in
the Company on the basis of various factors, including the Company's
businesses, results of operations, financial condition and future prospects,
conditions in the securities market and general economic and industry
conditions. Based upon such review, it will take such actions as it may deem
appropriate in light of the circumstances existing from time to time. In this
connection, it may, subject to market conditions and other factors that it may
deem relevant, (i) purchase or otherwise acquire additional shares from time
to time in the open market, in privately negotiated transactions or otherwise,
or (ii) sell or otherwise dispose of, shares beneficially owned, whether now
or in the future, from time to time in the open market, in privately
negotiated transactions to one or more purchasers or otherwise. Price
Communications does not currently have any plans or proposals relating to the
activities described in paragraphs (a)-(j) of Item 4 of Schedule 13D, except
with respect to sales or transfers of portions of the shares to certain
existing stockholders of the Company.
Item 5. Interest in the Securities of the Issuer.
(a) As of April 9, 1997, Price Communications is the beneficial owner
of 3,727,860 shares of Class A Common Stock, representing 16.4% of the
total number of shares of Class A Common Stock outstanding. (1) The
3,727,860 shares consist of (A) 1,908,250 shares of Class A Common Stock
held by Price Communications and (B) warrants held by Price Communications
that are currently exercisable to purchase 1,819,610 shares of Class B
Common Stock, par value $.01 per share, of the Company ("Class B Common
Stock"), which shares are convertible at the option of the holder on a one-
to-one basis into shares of Class A Common Stock. As a Director and as the
President, Chief Executive Officer and Treasurer of Price Communications,
Robert Price may be deemed to be the beneficial owner of the 3,727,860
shares.
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(1) Any security that Price Communications has the right to acquire
within 60 days is deemed to be outstanding for the purposes of calculating
Price Communications' ownership percentage, but is not deemed to be
outstanding for purposes of calculating the ownership percentage of any other
reporting person. According to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996, on January 24, 1997, 20,850,153 shares of
Class A Common Stock and 19,510,736 shares of Class B Common Stock were
outstanding.
(b) Except as otherwise described herein, Price Communications does not
have any sole or shared power to vote or to direct the vote of any shares of
Class A Common Stock nor sole or shared power to dispose of or direct the
disposition of any shares of Class A Common Stock.
(c) From August 23, 1996 to March 24, 1997, Price Communications
acquired a total of 210,000 shares of the Company's Class A Common Stock in
open market purchases at prices of between $8.62 per share and $14.59 per
share. In addition, from March 25, 1997 to April 3, 1997, Price
Communications acquired a total of 32,000 shares of the Company's Class A
Common Stock in open market purchases at prices of between $8.52 per share
and $8.68 per share. Except (i) as described in the foregoing sentences,
and (ii) for transfers in February 1997 of an aggregate of 406,000 shares
of Class A Common Stock by Robert Price (who may be deemed to control Price
Communications), no transactions in shares of Common Stock have been
effected during the past 60 days by Price Communications nor by any other
person controlling Price Communications. Robert Price and Steven Price
have filed a 13D Amendment as of the date hereof, which more completely
describes these transactions.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
There are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between any of such persons and any other
person with respect to any securities of the Company except as referred to or
described herein.
Item 7. Material Filed as Exhibits.
None.
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
accurate.
Dated: April 10, 1997
PRICE COMMUNICATIONS CORPORATION
By /s/ Kim I. Pressman
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Name: Kim I. Pressman
Title: Executive Vice President
