As filed with the Securities Exchange Commission on January 8,
1998
Registration No. 333-_____
______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-2991700
(State of Incorporation) (I.R.S. Employer
Identification No.)
45 Rockefeller Plaza,
New York, New York
10020
(212) 757-5600
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Robert Price
President
45 Rockefeller Plaza
New York, New York 10020
Tel: (212) 757-5600
(Name, address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
______________________
Copy to:
Peter G. Samuels, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York
Tel: (212) 969-3000
Fax: (212) 969-2900
Approximate date of commencement of proposed sale to
public: From time to time after the Registration Statement has
been declared effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plan, check the following box. [x]
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
_________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share(a)(b) Price (a) Fee
_________________________________________________________________
_________________________________________________________________
Common 937,500 $8.5625 $8,027,343.70 $2,368.07
Stock, $.01 shares
par value
_________________________________________________________________
_________________________________________________________________
(a) The price stated is estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933.
(b) Based on the average of high and low prices on the American
Stock Exchange reported on January 5, 1998.
__________
__________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Subject to Completion, Dated January 8, 1998
PROSPECTUS
937,500 Shares
PRICE COMMUNICATIONS CORPORATION
Common Stock (par value $0.01 per share)
The Common Stock of PRICE COMMUNICATIONS CORPORATION
(the "Company") offered hereby is being sold by selling
shareholders (the "Selling Shareholders"). Each of the shares
may be offered for sale and sold by the Selling Shareholders from
time to time in varying amounts, including in block transactions,
on the American Stock Exchange at then prevailing prices or in
private transactions at prices and on terms to be determined at
the time of sale. The shares may be sold by the Selling
Shareholders directly, through an underwritten offering, through
agents designated from time to time or to or through broker-
dealers designated from time to time. See "Plan of
Distribution." To the extent required, the number of shares to
be sold, the name of the Selling Shareholders, the purchase
price, the public offering price, if applicable, the name of any
agent or broker-dealer, and any applicable commissions, discounts
or other items constituting compensation to such underwriters,
agents or broker-dealers with respect to a particular offering
will be set forth in a supplement or supplements to this
Prospectus (each, a "Prospectus Supplement"). The aggregate
proceeds to the Selling Shareholders from the sale of the shares
so offered will be the purchase price of the shares sold less the
aggregate commissions, discounts and other compensation, if any,
paid by the Selling Shareholders to underwriters, agents or
broker-dealers. The Selling Shareholders may also sell all or a
portion of the shares pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), to the
extent that such sales may be made in compliance with such Rule.
See "Plan of Distribution."
The Company has agreed to use reasonable efforts to
maintain the effectiveness of the registration statement of which
this Prospectus is a part for a period of two years from
October 6, 1997, the date of the purchase of the shares offered
hereby by the Selling Shareholders. The Company will pay the
expenses of the distribution estimated to be $44,068. The
Selling Shareholders and brokers who execute orders on the
Selling Shareholders' behalf may be deemed underwriters as that
term is used in Section 2(11) of the Securities Act of 1933 (the
"1933 Act"), and a portion of the proceeds of sales and
commissions therefore may be deemed underwriting compensation for
purposes of the 1933 Act. No portion of the net proceeds of this
offering will be received by the Company.
An investment in the Company's Common Stock involves a
number of risks described under "Risk Factors," including the
Company's high leverage and various industry specific risks. See
"Risk Factors."
Information contained herein is subject to completion
or amendment. A Registration Statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the Registration Statement
becomes effective. This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
AUTHORITY NOR HAS THE COMMISSION OR ANY STATE SECURITIES
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
____________
The date of this Prospectus is , 1998.
<PAGE>
No person has been authorized to give any information
or to make any representations not contained in this Prospectus
in connection with the offering made by this Prospectus, and any
information or representations not contained herein must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy the securities to which this Prospectus
relates in any jurisdiction to any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the
Company since the date hereof.
ADDITIONAL INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission. These reports, proxy statements and other
information may be obtained from the Commission at prescribed
rates or may be inspected without charge and copied at the public
reference facilities of the Commission at 450 Fifth Street, NW,
Washington, D.C., 20549; at 500 West Madison Street, Suite 400,
Chicago, Illinois 60661; and at 13th Floor, 7 World Trade Center,
New York, New York 10048; and copies of such material can be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, NW, Washington, D.C. 20549, at prescribed rates.
These documents also are available on the Commissioner's Internet
Website at http:www.sec.gov. Copies also may be obtained from
the American Stock Exchange public reference facilities.
The Company has incorporated by reference into this
Prospectus its annual report on Form 10-K for the fiscal year
ended December 31, 1996 and its quarterly reports on Form 10-Q
for the periods ended March 31, June 30 and September 30, 1997
and its Current Report on Form 8-K filed to report an event of
September 17, 1997. In addition, the Company's Current Report on
Form 8-K filed on December 23, 1997, Current Report on Form 8-K
filed on December 5, 1994 to report an event of October 6, 1994,
and Current Report on Form 8-K filed on January 25, 1995 to
report an event of January 12, 1995, contain the description of
the Company's Common Stock offered hereby and such description is
incorporated herein by reference.
All annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, definitive information or
proxy statements and other reports filed with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, subsequent to the date of this Prospectus
and prior to the filing of a post-effective amendment which
indicates that all the securities offered by this Prospectus have
been sold or which deregisters all the securities remaining
unsold shall be deemed to be incorporated by reference into this
Prospectus to be part hereof from the date of filing of such
documents. These documents are or will be available for
inspection and copying at the locations identified above. Any
statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement or the
Prospectus to the extent that a statement contained in the
Prospectus or in any other subsequently filed document which also
is or is deemed to be incorporated by reference modifies or
replaces such statement.
The Company's annual report on Form 10-K contains
consolidated balance sheets of the Company and its subsidiaries
as of December 31, 1995 and December 31, 1996, and the related
consolidated statements of earnings, of shareholders' equity and
of cash flows for the three years ended December 31, 1994,
December 31, 1995 and December 31, 1996. These financial
statements, which have been incorporated by reference in this
Prospectus, have been examined by Arthur Andersen LLP, for the
years ended December 31, 1995 and 1996 and for the year end
December 31, 1994 by KPMG Peat Marwick LLP, each independent
public accountants, as indicated in their reports with respect
thereto that are incorporated herein in reliance upon the
authority of those firms in giving those reports.
The Company undertakes to provide without charge to
each person to whom a Prospectus is delivered, upon written or
oral request of such person, a copy of any and all information
that has been incorporated by reference in the registration
statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the
registration statement incorporates). Such request should be
directed to the Secretary of the Company, at the Company's
principal executive office, 45 Rockefeller Plaza, New York, New
York 10020, telephone (212) 757-5600.
THE COMPANY
The Company has historically been a nationwide
communications company owning and then disposing of a number of
television, radio, newspaper, cellular telephone and other
communications and related properties. The Company's business
strategy is to acquire communications properties at prices it
considers attractive, finance such properties on terms
satisfactory to it, manage such properties in accordance with its
operating strategy and dispose of them if and when the Company
determines such dispositions to be in its best interests.
On October 6, 1997, the Company acquired Palmer Wireless,
Inc., caused its subsidiary, Price Communications Wireless, Inc.,
to merge with and into Palmer Wireless, Inc., which changed its
name to Price Communications Wireless, Inc. ("PCW"), and sold
PCW's Fort Myers, Florida Metropolitan Statistical Area
(collectively, with the sale of the Georgia-1 system described
below, the "Transactions"). PCW is engaged in the construction,
development, management and operation of cellular telephone
systems in the southeastern United States. At September 30, 1997
(after giving effect to the Transactions), PCW provided cellular
telephone service to 295,162 subscribers in Georgia, Alabama,
Florida and South Carolina in a total of 16 licensed service
areas composed of eight Metropolitan Statistical Areas ("MSAs")
and eight Rural Service Areas ("RSAs"), with an aggregate
estimated population of 3.3 million. PCW sells its cellular
telephone service as well as a full line of cellular products and
accessories principally through its network of retail stores.
PCW markets all of its products and services under the nationally
recognized service mark CELLULAR ONE.
On October 21, 1997, PCC and PCW entered into an Asset
Purchase Agreement with MJ Cellular Company, L.L.C. which
provides for the sale by PCW, for $25 million, of substantially
all of the assets used or useful in the operation of the
non-wireline cellular telephone system serving the
Georgia-1-Whitfield Rural Service Area (Market No. 0371-A)
("Georgia-1"), including the FCC licenses to operate Georgia-1
(the "Georgia Sale"). The sale of the assets of Georgia-1 was
consummated on December 30, 1997. The proceeds from the Georgia
Sale will be used to retire a portion of the debt used to fund
the acquisition of Palmer.
RISK FACTORS
Prior to determining to purchase shares of Common Stock you
should consider the specific risk factors set forth below.
This Prospectus and the documents incorporated by reference
in this Prospectus contain statements which constitute forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding the
intent, belief or current expectations of the Company with
respect to the future operating performance of the Company. You
are cautioned that any such forward looking statements are not
guarantees of future performance and may involve risks and
uncertainties, and that actual results may differ from those in
the forward looking statements as a result of factors, many of
which are outside the control of the Company. The following
information and the documents incorporated by reference identify
important factors that could cause such differences.
Leverage and Liquidity
The Company is highly leveraged. The Company's high degree
of leverage could limit significantly its ability to make
acquisitions, withstand competitive pressures or adverse economic
conditions, obtain necessary financing or take advantage of
business opportunities that may arise.
The Company's only committed source of liquidity is a credit
facility, under which $80 million of revolving loans remains
available. The Company expects to have sufficient availability
under the credit facility to meet its liquidity needs for the
next eighteen months. Borrowings under the credit facility are
subject to significant conditions, including compliance with
certain financial ratios and the absence of any material adverse
change. The Company's ability to meet its working capital and
operational needs and to provide funds for debt service, capital
expenditures and other cash requirements is dependent upon the
availability of financing under the credit facility. In
addition, the Company intends to pursue opportunities to acquire
additional cellular telephone systems which, if successful, will
require the Company to obtain additional equity or debt financing
to fund such acquisitions. There can be no assurances as to the
availability or terms of any such financing or that the terms of
the credit facility or the Company's other indebtedness will not
restrict or prohibit any such debt financing.
The Company's ability to meet its debt service requirements
will require significant and sustained growth in the Company's
cash flow. In addition, the Company expects to fund its growth
strategy from cash from operations and borrowings under the
credit facility. There can be no assurance that the Company will
be successful in improving its cash flow by a sufficient
magnitude or in a timely manner or in raising additional equity
or debt financing to enable the Company to meet its debt service
requirements or to sustain its growth strategy.
Limitations on Access to Cash Flow of Subsidiaries
The Company does not have, and in the future may not have,
any assets other than the common stock of its subsidiaries. The
credit facility and other financing instruments to which the
Company and its subsidiaries are or may in the future be a party
impose, and in the future may impose, substantial restrictions on
the ability of the Company's subsidiaries to pay dividends to the
Company. Any payment of dividends to the Company is subject to
the satisfaction of certain financial conditions set forth in the
credit facility and other financing documents as well as
restrictions under applicable state corporation law. The Company
has not in the past paid any dividends to its common
shareholders, and does not expect to pay any dividends to common
shareholders in the foreseeable future. The ability of the
Company and its subsidiaries to comply with the conditions of its
financial obligations may be affected by events that are beyond
the control of the Company. The breach of any such conditions
could result in a default under the credit facility and/or other
financing agreements and in the event of any such default, the
lenders under the credit facility or the holders of certain other
indebtedness could elect to accelerate the maturity of the loans
under such facility or such other indebtedness. In the event of
such acceleration, all such outstanding debt would be required to
be paid in full before any cash could be distributed to the
Company. There can be no assurance that the assets of the
Company and its subsidiaries would be sufficient to repay all
outstanding indebtedness or meet other financial obligations.
Net Losses
On a pro forma basis after giving effect to the acquisition
of Palmer Wireless, Inc., into which Price Communications
Wireless, Inc., a subsidiary of the Company, then merged, with
Palmer Wireless, Inc., as the surviving company, changing its
name to Price Communications Wireless, Inc. ("PCW") and the
financing thereof, the Company would have incurred net losses of
approximately $54.4 million and $32.0 million, respectively, for
the year ended December 31, 1996 and the nine months ended
September 30, 1997. There can be no assurance that the Company's
future operations will generate sufficient earnings to pay its
obligations.
Fraudulent Conveyance Statutes
Various laws enacted for the protection of creditors may
apply to the incurrence of indebtedness and other obligations by
the Company and certain of its subsidiaries in connection with
the acquisition of Palmer Wireless, Inc. If a court were to find
in a lawsuit by an unpaid creditor or representative of creditors
of the Company or any such subsidiary that the Company or such
subsidiary did not receive fair consideration or reasonably
equivalent value for incurring such indebtedness or other
obligation and, at the time of such incurrence, the Company or
such subsidiary (i) was insolvent; (ii) was rendered insolvent by
reason of such incurrence; (iii) was engaged in a business or
transaction for which the assets remaining in the Company or such
subsidiary constituted unreasonably small capital; or (iv)
intended to incur or believed it would incur obligations beyond
its ability to pay such obligations as they mature, such court,
subject to applicable statutes of limitation, could determine to
invalidate, in whole or in part, such indebtedness and
obligations as fraudulent conveyances or subordinate such
indebtedness and obligations to existing or future creditors of
the Company or such subsidiary.
The measure of insolvency for purposes of the foregoing will
vary depending on the law of the jurisdiction which is being
applied. Generally, however, the Company or a subsidiary thereof
would be considered insolvent at a particular time if the sum of
its debts was then greater than all of its property at a fair
valuation or if the present fair saleable value of its assets was
then less than the amount that would be required to pay its
probable liabilities on its existing debts as they become
absolute and matured. On the basis of the Company's historical
financial information, its recent operating history and other
factors, our management believes that, after giving effect to
indebtedness incurred in connection with the acquisition of
Palmer Wireless, Inc. and the other related financings, the
Company and its subsidiaries will not be rendered insolvent, they
will have sufficient capital for the businesses in which they
will be engaged and they will be able to pay their debts as they
mature; however, management has not obtained any independent
opinion regarding such issues. There can be no assurances as to
what standard a court would apply in making such determinations.
To the extent that a subsidiary is deemed to have undertaken
indebtedness or other obligations for the benefit of a parent
corporation or shareholder, such indebtedness or other obligation
also may be subject to review under relevant federal and state
fraudulent conveyance and similar statutes in a bankruptcy or
reorganization case or a lawsuit by or on behalf of creditors of
such subsidiary. In such case, the analysis set forth above
would generally apply, except that the indebtedness or other
obligation could also be subject to the claim that, since the
indebtedness or other obligation was incurred for the benefit of
the parent corporation or shareholder, the obligations of the
subsidiary thereunder were incurred for less than reasonably
equivalent value or fair consideration. A court could, among
other things, avoid the subsidiary's obligation or subordinate
the obligation to other indebtedness of the subsidiary.
Competition
Although current policies of the Federal Communications
Commission authorize only two licensees to operate cellular
telephone systems in each cellular market, there is, and the
Company expects there will continue to be, competition from the
other licensee authorized to serve each cellular market in which
PCW operates, as well as from resellers of cellular service.
Competition for subscribers between cellular licensees is based
principally upon the services and enhancements offered, the
technical quality of the cellular telephone system, customer
service, system coverage and capacity and price. The Company
competes with a wireline licensee in each of its cellular
markets, some of which are larger and have access to more
substantial capital resources than the Company.
The Company also faces competition from other existing
communications technologies such as conventional mobile telephone
service, specialized mobile radio ("SMR") and enhanced
specialized mobile radio ("ESMR") systems and paging services.
ESMR is a "cellular-like" communications service supplied by
converting analog SMR services into an integrated, digital
transmission system providing for call hand-off, frequency reuse
and wide call delivery networks. The Company also faces limited
competition from and may in the future face increased competition
from PCS. It is expected that broadband PCS will involve a
network of small, low-powered transceivers placed throughout a
neighborhood, business complex, community or metropolitan area to
provide customers with mobile and portable voice and data
communications. PCS may be capable of offering, and PCS
operators claim they will offer, additional services not offered
by cellular providers. PCS subscribers could have dedicated
personal telephone numbers and would communicate using small
digital radio handsets that could be carried in a pocket or
purse. There can be no assurances that the Company will be able
to provide nor that it will choose to pursue, depending on the
economics thereof, such services and features. The Company
currently believes that traditional tested cellular is
economically proven unlike many of these other technologies and
therefore it does not intend to pursue such other technologies.
Although the Company believes that the technology, financing
and engineering of these other technologies is not as advanced as
their publicity would suggest, there can be no assurance that one
or more of the technologies currently utilized by PCW in its
business will not become obsolete at some time in the future.
In addition, the Company faces competition from "resellers."
The FCC requires all cellular licensees to provide service to
resellers. A reseller provides wireless service to customers but
does not hold an FCC license or own facilities. Instead, the
reseller buys blocks of wireless telephone numbers and capacity
from a licensed carrier and resells service through its own
distribution network to the public.
Potential for Regulatory Changes and Need for Regulatory
Approvals
The licensing, construction, operation, acquisition,
assignment and transfer of cellular telephone systems, as well as
the number of licensees permitted in each market, are regulated
by the FCC. Changes in the regulation of cellular activities
could have a material adverse effect on the Company's operations.
In addition, all cellular licenses in the United States are
granted for an initial term of up to 10 years and are subject to
renewal. PCW's cellular licenses expire in the following years
with respect to the following number of service areas: 1997
(four); 1998 (three); 2000 (two); 2001 (four); 2002 (three) and
2006 (one). On September 22, 1997, the Company filed License
Renewal Applications with the FCC for the Savannah, Georgia MSA;
the Albany, Georgia MSA; the Montgomery, Alabama MSA; and the
Panama City, Florida MSA. Although these four licenses have
since expired, the Company is permitted to continue to operate in
these areas during the pendency of its renewal applications.
While the Company believes that each of these licenses will be
renewed based upon FCC rules establishing a renewal expectancy in
favor of licensees that have complied with their regulatory
obligations during the relevant license period, there can be no
assurance that all of PCW's licenses will be renewed in due
course. In the event that a license is not renewed, the Company
would no longer have the right to operate in the relevant service
area. A non-renewal of all licenses that are currently pending
would have a material adverse effect on the Company's results of
operations.
Fluctuations in Market Value of Licenses
A substantial portion of the Company's assets consist of its
interests in cellular licenses. The assignment of interests in
such licenses is subject to prior FCC approval and may also be
subject to contractual restrictions, future competition and the
relative supply and demand for radio spectrum. The future value
of the Company's interests in its cellular licenses will depend
significantly upon the success of the Company's business. While
there is a current market for such licenses, such market may not
exist in the future or the values obtainable may be significantly
lower than at present. As a consequence, in the event of the
liquidation or sale of the Company's assets, there can be no
assurance that the proceeds would be sufficient to pay the
Company's obligations, and a significant reduction in the value
of the licenses could require a charge to the Company's results
of operations.
Reliance on Use of Third-Party Service Mark
PCW currently uses the registered service mark CELLULAR ONE
to market its services. PCW's use of this service mark is
governed by five-year contracts between PCW and Cellular One
Group, the owner of the service mark. If these agreements are
not renewed upon expiration and the Company therefore is no
longer permitted to use the CELLULAR ONE service mark, the
Company's ability both to attract new subscribers and to retain
existing subscribers could be materially affected. In addition,
if for some reason beyond the Company's or PCW's control, the
name CELLULAR ONE were to suffer diminished marketing appeal, the
Company's or PCW's ability both to attract new subscribers and
retain existing subscribers could be materially affected. AT&T
Wireless Services, Inc., which has been the single largest user
of the CELLULAR ONE service mark, has significantly reduced its
use of the service mark as a primary service mark. There can be
no assurance that such reduction in use by AT&T Wireless will not
have an adverse effect on the marketing appeal of the brand name.
Dependence on Key Personnel
The Company's affairs are managed by a small number of key
management and operating personnel, the loss of whom could have
an adverse impact on the Company. Robert Price, a Director, the
President, Chief Executive Officer and Treasurer of the Company,
also serves as a director and Chairman of PriCellular Corporation
("PriCellular"), another operator of cellular telephone systems.
The Company believes that Mr. Price's position with the Company
and PriCellular complement one another and benefit both companies
because the systems they operate are similar but do not directly
compete with one another. Mr. Price's employment agreement with
PriCellular provides that he may not be an employee of or have an
ownership interest in any company engaged in the operation of
cellular telephone systems in the United States other than
PriCellular and that any such other company may not acquire any
additional cellular telephone system within the United States, in
each case, without the unanimous consent of the executive
committee of the Board of Directors of PriCellular. The
executive committee of the Board of Directors of PriCellular has
approved the acquisition of PCW by the Company. Although the
Company and PriCellular historically have not imposed
inconsistent demands on Mr. Price's availability, there can be no
assurance that such conflicts will not arise in the future.
PCW entered into employment contracts with William J. Ryan
and M. Wayne Wisehart to remain as officers and also entered into
employment contracts with other key employees prior to the
consummation of the acquisition of Palmer Wireless, Inc. The
success of the Company's operations and expansion strategy
depends on its ability to retain and to expand its staff of
qualified personnel in the future.
Radio Frequency Emission Concerns
Media reports have suggested that certain radio frequency
("RF") emissions from portable cellular telephones may be linked
to certain types of cancer. In addition, recently a limited
number of lawsuits have been brought, not involving PCW, alleging
a connection between cellular telephone use and certain types of
cancer. Concerns over RF emissions and interference may have the
effect of discouraging the use of cellular telephones, which
could have an adverse effect upon the Company's business. As
required by the Telecommunications Act of 1996, in August 1996,
the FCC adopted new guidelines and methods for evaluating RF
emissions from radio equipment, including cellular telephones.
While the new guidelines impose more restrictive standards on RF
emissions from low power devices such as portable cellular
telephones, the Company believes that all cellular telephones
currently marketed and in use comply with the new standards.
The Company carries $4.0 million in General Liability
insurance and $25.0 million in umbrella liability coverage. This
insurance would cover any liability suits with respect to human
exposure to radio frequency emissions. The Company believes that
this coverage is adequate to cover potential liabilities.
Equipment Failure; Natural Disaster
Although PCW carries "business interruption" insurance, a
major equipment failure or a natural disaster affecting any one
of PCW's central switching offices or certain of its cell sites
could have a significant adverse effect on the Company's
operations.
Potential Antitakeover Effect of Class A and Class B Preferred
Stock
Although the Board of Directors and Compensation Committee
of the Company believe that the provisions of the Company's
Series A Preferred Stock and Series B Preferred Stock provide the
Company's President and Chief Executive Officer with incentive to
maximize shareholder value by providing such officer with
significant profit upon the consummation of various business
combination transactions providing the holders of the Common
Stock with a payment per share significantly in excess of current
trading prices, the series A Preferred Stock and Series B
Preferred Stock may be viewed as having the potential effect of
discouraging a bidder's proposal to acquire control of or merge
with the Company in that such Preferred Stock would increase the
cost to a bidder of certain of such transactions. In addition,
the votes cast by such shares of Preferred Stock (a total of
1,137,707 votes, or 14.2% of the total votes cast by all
outstanding shares of Common Stock and Preferred Stock as of
December 31, 1997) would make it more difficult for a bidder to
elect directors or enact shareholder proposals opposed by
management of the Company.
SELLING SHAREHOLDERS
The following table sets forth the name of each Selling
Shareholder, the number of shares offered by each Selling
Shareholder and the number of shares beneficially owned (within
the meaning of Rule 13d-3 under the 1934 Act) by each Selling
Shareholder as of December 31, 1997.
Shares of
Common
Stock to be
Beneficially
Owned After
the Offering
and the
Percent
of Class
Outstanding
Shares of Shares of [if more
Common Stock Common Stock than 1%]
Beneficially Offered by the After the
Selling Shareholder Owned Selling Shareholder Offering
Barbara Lewis 25,000 25,000
Harvey Sandler 142,000 31,250 110,750
(1.6%)
Sandler Associates 225,000 162,500 62,500
National Union Fire
Insurance Co. of
Pittsburgh, PA 56,250 56,250
Sandler Communications
Offshore 37,500 37,500
Communities Foundation
of Texas 25,000 25,000
KLAS, Inc. 31,250 31,250
HC Crown Corp. 175,000 112,500 62,500
21st Century Communications
Partners, L.P. 309,350 309,350
21st Century Communications
T-E Partners, L.P. 105,252 105,252
21st Century Communications
Foreign Partners, L.P. 41,647 41,647
PLAN OF DISTRIBUTION
The shares may be offered for sale and sold by the
Selling Shareholders from time to time in one or more public or
private transactions, including block transactions, at a fixed
price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at prices determined on a negotiated
or competitive bid basis. The shares may be sold by the Selling
Shareholders directly, through an underwritten offering, or
through agents designated from time to time or to or through
broker-dealers designated from time to time. The shares may be
sold through a broker-dealer acting as agent or broker for the
Selling Shareholders, or to a broker-dealer acting as principal.
In the latter case, the broker-dealer may then resell such shares
to the public at varying prices to be determined by such
broker-dealer at the time of resale. The shares may be pledged
to lenders as collateral to secure loans, credit or other
financing arrangements and any subsequent foreclosure, if any,
thereunder.
If any shares are sold in an underwritten offering,
such shares may be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. Unless otherwise indicated in the applicable Prospectus
Supplement, the obligations of any underwriters to purchase
shares will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all of the shares
specified in such Prospectus Supplement if any are purchased.
The Selling Shareholders may also sell all or a portion
of the shares pursuant to Rule 144 promulgated under the
Securities Act, to the extent that such sales may be made in
compliance with such Rule.
The Selling Shareholders and any agents or
broker-dealers that participate with the Selling Shareholders in
the distribution of any of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any
discount or commission received by them and any profit on the
resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act.
In connection with a sale of shares, the following
information will, to the extent then required, be provided in the
Prospectus Supplement relating to such sale: the number of shares
to be sold, the purchase price, the public offering price, if
applicable, the name of any underwriter, agent or broker-dealer,
and any applicable commissions, discounts or other items
constituting compensation to such underwriters, agents or
broker-dealers with respect to the particular sale.
DESCRIPTION OF COMMON STOCK
The description of the shares of Common Stock contained
in the Company's Current Report on Form 8-K filed on December 23,
1997, Current Report on Form 8-K filed on December 5, 1994 to
report an event of October 6, 1994, and Current Report on Form
8-K filed on January 25, 1995 to report an event of January 12,
1995 are hereby incorporated by reference.
LEGAL MATTERS
The legality of the shares offered hereby have been
passed upon by Proskauer Rose LLP, New York, New York.
EXPERTS
The consolidated balance sheets of the Company and its
subsidiaries as of December 31, 1995 and December 31, 1996, and
the related consolidated statements of earnings, of shareholder's
equity and of cash flows for the years ended December 31, 1995
and December 31, 1996, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports
with respect thereto, and are incorporated herein in reliance
upon the authority of said firm as experts in accounting and
auditing in giving said reports.
The consolidated statements of earnings, of
shareholder's equity and of cash flows of the Company and its
subsidiaries for the year ended December 31, 1994, have been
incorporated herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, and upon
the authority of said firm as experts in accounting and auditing.
Part II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of expenses (all but
the registration fee are estimates) of the Company in connection
with the issuance and sale of the Common Stock being registered.
The Company has agreed to pay all such expenses.
Registration Fee ............... $2,368
Legal .......................... $7,500
Accounting ..................... $16,200
American Stock Exchange
Listing Fee ..................... $17,500
Miscellaneous .................. $500
TOTAL $44,068
Item 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law
provides that the indemnification and advancement of expenses of
directors and officers may be provided by the certificate of
incorporation or by-laws of a corporation, or when authorized by
the certificate of incorporation or by-laws, a resolution of
shareholders, a resolution of directors or an agreement providing
for indemnification (except in cases where a judgment or other
final adjudication establishes that such acts were committed in
bad faith or were the result of active or deliberate dishonesty
and were material to the cause of action so adjudicated or that
he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 722 of the New York Business Corporation Law
provides that a corporation may indemnify any person, made, or
threatened to be made, a party of an action or proceeding other
than one by or in the right of the corporation to procure a
judgment in its favor, whether civil or criminal, including an
action by or in the right of any other corporation, partnership,
joint venture, trust, employee benefit plan or other entity which
any director or officer of the corporation served in any capacity
at the request of the corporation, by reason of the fact that he
was a director or officer of the corporation, or served such
other corporation, partnership, joint venture, trust, employee
benefit plan or other entity in any other capacity, against
judgments, fines, amounts paid in settlement and reasonable
expenses if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or in the case of
service for any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, not opposed to,
the best interests of the corporation and, in criminal acts or
proceedings, in addition, had no reasonable cause to believe that
his conduct was unlawful.
Section 722 of the New York Business Corporation Law also
states that a corporation may indemnify any person made, or
threatened to be made, a party to an action by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director or officer of the
corporation or any other corporation, partnership, joint venture,
trust, employee benefit plan or other entity at the request of
the corporation, against amounts paid in settlement and
reasonable expenses actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in
connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed
to be in, or in the case of service for any other corporation,
partnership, joint venture, employee benefit plan or other
entity, not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect to a
threatened or pending action which is settled or otherwise
disposed of, or any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation,
unless the court determines the person is fairly and reasonably
entitled to indemnity for such portion of the settlement amount
and expenses as the court deems proper.
Section 726 of the New York Business Corporation Law
provides that a corporation shall have the power to purchase and
maintain insurance for indemnification of directors and officers.
However, no insurance may provide for any payment, other than
cost of defense, to or on behalf of any director or officer for a
judgment or a final adjudication adverse to the insured director
or officer if (i) a judgment or other final adjudication
establishes that his acts of active and deliberate dishonesty
were material to the cause of action adjudicated or that he
personally gained a financial profit or other advantage to which
he was not legally entitled or (ii) if prohibited under the
insurance law of New York.
Section 724 of the New York Business corporation Law
provides that indemnification shall be awarded by a court to the
extent authorized under Sections 722 and 723(a) of the New York
Business Corporation Law notwithstanding the failure of a
corporation to provide indemnification, and despite any contrary
resolution of the board or of the shareholders.
The Certificate of Incorporation and By-laws of the Company
and Holdings exonerate directors of the Company and Holdings from
personal liability to the Company or Holdings, as the case may
be, and their respective stockholders, for monetary damages for
breach of the fiduciary duty of care as a director, but it does
not eliminate or limit liability for any breach of the directors'
duty of loyalty for acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, for
any improper declaration of dividends or for any transaction from
which the directors derived an improper personal benefit. The
Certificate of Incorporation does not eliminate a stockholder's
right to seek nonmonetary, equitable remedies, such as an
injunction or rescission, to redress an action taken by the
directors. However, as a practical matter, equitable remedies
may not be available in all situations, and there may be
instances in which no effective remedy is available.
Item 16: EXHIBITS
(5) Opinion of Proskauer Rose LLP.
(23)(a) Consent of Arthur Andersen LLP.
(23)(b) Consent of KPMG Peat Marwick LLP.
(23)(c) The Consent of Proskauer Rose LLP is
contained in their opinion filed as
Exhibit (5).
(25) The powers of attorney to sign amendments
to this Registration Statement appear on
the signature pages.
Item 17: UNDERTAKINGS
A. To Update Annually
Price Communications Corporation, the undersigned
registrant (the "Registrant") hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the 1934 Act that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
B. Indemnification
Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
C. To File Post-Effective Amendments, As May Be Required
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post- effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing any
increase or decrease in volume of securities
offered (if the total dollar volume of
securities offered would not exceed that
which is registered) and any deviation from
the low or high end of the estimate maximum
offering range maybe reflected in the form of
prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more
than 20% change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the 1933 Act, PRICE
COMMUNICATIONS CORPORATION, the Registrant, certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 8th day of January, 1998.
PRICE COMMUNICATIONS CORPORATION
By: /s/ Robert Price
Robert Price
President
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below. Each person
whose signature appears below hereby authorizes and appoints
Robert Price as his attorney-in-fact to sign and file on his
behalf individually and in each capacity stated below any and all
amendments and post-effective amendments to this Registration
Statement.
Signature Title Date
/s/ Robert Price President and Director January 8, 1998
(Robert Price) (Principal Executive
Officer, Financial Officer
and Accounting Officer)
/s/ George H. Cadgene Director January 8, 1998
(George H. Cadgene)
/s/ Robert F. Ellsworth Director January 8, 1998
(Robert F. Ellsworth)
EXHIBIT 5
January 8, 1998
Price Communications Corporation
45 Rockefeller Plaza
New York, New York 10020
RE: REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NO. 333- )
Gentlemen:
You have requested our opinion in connection with the
above-referenced Registration Statement on Form S-3 (the
"Registration Statement"), pursuant to which Price Communications
Corporation, a New York corporation (the "Company"), intends to
register 750,000 shares (the "Shares") of its Common Stock, par
value $0.1 per share, which were sold to Sandler Media Group,
Inc. pursuant to a letter agreement dated September 24, 1997.
We have reviewed copies of the Certificate of Incorporation
and the By-laws of the Company and the Registration Statement and
exhibits thereto, and have examined such corporate documents and
records and other certificates, and have made such investigations
of law, as we have deemed necessary, in order to render the
opinion hereinafter set forth.
Based upon, and subject to, the foregoing, we advise you
that, in our opinion, the Shares have been duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the references to our firm under the
caption "Legal Matters" in the Registration statement and to the
use of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission
hereunder.
Very truly yours,
PROSKAUER ROSE LLP
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-3 registration
statement dated December 31, 1997 of our report dated February
24, 1997 included in Price Communications Corporation's annual
report on Form 10-K for the year ended December 31, 1996 and to
all references to our Firm included in this registration
statement.
Arthur Andersen LLP
New York, New York
December 30, 1997
EXHIBIT 23(b)
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Price Communications Corporation:
We consent to the use of our report dated January 20, 1995
incorporated herein by reference and to the reference to our firm
under the headings "Additional Information" and "Experts" in the
registration statement.
KPMG Peat Marwick LLP
New York, New York
December 30, 1997
