Rule 424(b)(3)
PROSPECTUS SUPPLEMENT
October 13, 1998
This Supplement supplements the Prospectus of Price Communications
Corporation dated January 8, 1998 to reflect an increase in the number of shares
being offered pursuant to that Prospectus as a result of stock splits dated
April 15, 1998, May 7, 1998 and August 31, 1998.
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 September 30, 1998.
Shares of
Common
Stock to be
Beneficially
Owned After
the Offering
and the
Percent
Shares of of Class
Common Outstanding
Shares of Stock [if more
Common Stock Offered by than 1%]
Beneficially the Selling After the
SELLING SHAREHOLDER OWNED SHAREHOLDER OFFERING (A)
- ------------------- ----- ----------- ------------
Barbara Lewis 78,125 78,125
Harvey Sandler 518,356 (b) 97,656 420,700
(3.7%)
Sandler Associates 734,374 507,812 226,562
(2.0%)
National Union Fire 175,780 175,780
Insurance Co.
of Pittsburgh, PA
Sandler Communications 117,186 117,186
Offshore
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Communities Foundation 78,124 78,124
of Texas
HC Crown Corp. 546,874 351,562 195,312
(1.7%)
21st Century 966,716 966,716
Communications
Partners, L.P.
21st Century 328,912 328,912
Communications T-E
Partners, L.P.
21st Century 130,144 130,144
Communications Foreign
Partners, L.P.
JK Media 125,000 (c) 0 125,000
(1.1%)
NOTES
(a) One or more of the Selling Shareholders may, from time to time, acquire
additional shares of Common Stock or dispose of any of the shares now held or
hereafter acquired. Disposition of shares may be a sale of all or part of the
shares held by a Selling Shareholder pursuant to the offering contemplated by
this Prospectus, sales pursuant to Rule 144 or other dispositions not in
violation of the Securities Act of 1933, as amended. Accordingly, the number of
shares of Common Stock that will be held by the Selling Shareholders after
completion of the offering made hereby can only be estimated.
(b) Includes shares of Common Stock held by Phyllis Sandler, the wife of
Harvey Sandler. By virtue of his relationship with Sandler Associates, Sandler
Communications Offshore, 21st Century Communications Partners, L.P., 21st
Century Communications T-E Partners, 21st Century Communications Foreign
Partners, L.P. and certain other entities that are not Selling Shareholders,
Harvey Sandler may be deemed to share beneficial ownership of the shares
beneficially owned by each such entity. Mr. Sandler disclaims beneficial
ownership of the shares held by such entities, and none of those shares of
Common Stock held by those entities are included in the number of shares
regarded as held by JK Media.
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(c) JK Corp.'s sole stockholder may be deemed to beneficially own the
shares of Common Stock held by JK Media. By virtue of his relationship with
Sandler Associates, Sandler Communications Offshore, 21st Century Communications
Partners, L.P., 21st Century Communications T-E Partners, 21st Century
Communications Foreign Partners, L.P. and certain other entities that are not
Selling Shareholders, JK Corp.'s sole stock holder may be deemed to share a
beneficial ownership of the shares beneficially owned by each such entity. He
disclaims beneficial ownership of the shares held by such entities, and none of
those shares are included in the number of shares reported as held by JK Media.
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