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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Annual Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
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(Mark One)
|X| Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 1998 or
|_| Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission file number 1-8309.
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Price Communications Corporation
(Exact name of registrant as specified in its charter)
New York 13-2991700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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45 Rockefeller Plaza, 10020
New York, New York (Zip code)
(Address of principal executive offices)
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Registrant's telephone number, including area code (212) 757-5600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $.01 per share American Stock Exchange
Boston Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to the
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. |_|
AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE COMPANY
Aggregate market value of the Common Stock held by non-affiliates of the
Company, based on the last sale price on the American Stock Exchange ("AMEX") on
March 2, 1999 ($10.25 as reported in the Wall Street Journal): approximately
162.0 million.
The number of shares outstanding of the Company's common stock as of March 2,
1999 was 27,096,846
DOCUMENTS INCORPORATED BY REFERENCE:
Part III of this Form 10-K incorporates certain information contained in
the registrant's definitive proxy statement to be filed by the registrant in
connection with its 1999 Meeting of Shareholders.
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<PAGE>
The Form 10-K/A is being filed in order to amend the Exhibit Index originally
filed on Form 10-K. The following exhibits are added to the original listing:
4.4 Indenture to Senior Exchangeable Payable-in-Kind Notes due 2008 between
Holdings and the Bank of Montreal Trust Company, as trustee (including
form of Note), incorporated by reference to Registration Statement on Form
S-1 of Holdings (File No. 333-57363).
4.5 Indenture to 9 1/8% Senior Secured Notes due 2006 among Wireless, each of
the guarantors party thereto and Bank of Montreal Trust Company, as
trustee (including form of Note, form of Guarantee and form of Security
Agreement) incorporated by reference to Registration Statement on Form S-4
of Wireless (333-64773).
10.20 Indenture to Senior Exchangeable Payable-in-Kind Notes due 2008 between
Holdings and the Bank of Montreal Trust Company, as trustee (including
form of Note), incorporated by reference to Registration Statement on Form
S-1 of Holdings (File No. 333-57363).
10.21 Indenture of 9 1/8% Senior Secured Notes due 2006 among Wireless, each of
the guarantors party thereto and Bank of Montreal Trust Company, as
trustee (including form of Note and Guarantee) incorporated by reference
to Registration Statement on Form S-4 of Wireless (333-64773).
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- --- -----------
2.1 Agreement and Plan of Merger with Palmer Wireless, Inc., incorporated by
reference to Registration Statement on Form S-4 of Price Communications
Wireless, Inc. ("Wireless") (File No. 333-36253)
3.1 Restated Certificate of Incorporation of the Registrant as filed with the
Secretary of State of the State of New York on December 29, 1992,
incorporated by reference to Exhibit 3(a) to Registrant's Form 10-K for
the year ended December 31, 1992
3.2 Certificate of Amendment of the Certificate of Incorporation of the
Registrant as filed with the Secretary of State of New York on March 17,
1995, incorporated by reference to Exhibit 3(a)(2) to Registrant's Form
10-K for the year ended December 31, 1996
3.3 Certificate of Amendment of the Certificate of Incorporation of the
Registrant as filed with the Secretary of State of New York on January 2,
1996, incorporated by reference to Exhibit 3(a)(2) to Registrant's Form
10-K for the year ended December 31, 1996
3.4 Certificate of Amendment of the Certificate of Incorporation of the
Registrant as filed with the Secretary of State of New York on October 29,
1997
3.5 Certificate of Amendment of the Certificate of Incorporation of the
Registrant as filed with the Secretary of State of New York on January 12,
1998
3.6 Restated By-laws of the Registrant, incorporated by reference to Exhibit
3(a)(2) to Registrant's Form 10-K for the year ended December 31, 1996
4.1 Indenture to 13 1/2% Senior Secured Discount Notes due 2007 between Price
Communications Cellular Holdings, Inc. ("Holdings"), Price Communications
Cellular Inc. and Bank of Montreal Trust Company, as Trustee (including
form of Note), incorporated by reference to Registration Statement on Form
S-4 of Holdings (File No. 333-41227)
4.2 Guarantee (included in Exhibit 4.1)
4.3 Indenture to 11 3/4% Senior Subordinated Notes due 2007 between Wireless
and Bank of Montreal Trust Company, as Trustee (including form of Note),
incorporated by reference to Registration Statement on Form S-4 of
Wireless (File No. 333-36254)
4.4 Indenture to Senior Exchangeable Payable-in Kind Notes due 2008 between
Holdings and the Bank of Montreal Trust Company, as trustee (including
form of Note), incorporated by reference to Registration Statement on Form
S-1 of Holdings (File No. 333-57363).
4.5 Indenture to 9 1/8% Senior Secured Notes due 2006 among Wireless, each of
the guarantors party thereto and Bank of Montreal Trust Company, as
trustee (including form of Note, form of Guarantee and form of Security
Agreement) incorporated by reference to Registration Statement on Form S-4
of Wireless (333-64773).
10.1 Credit Agreement dated as of September 30, 1997 among Holdings, Wireless,
the lenders listed therein, DLJ Capital Funding, Inc., as syndication
agent and Bank of Montreal, Chicago branch, as administrative agent,
incorporated by reference to Registration Statement on Form S-4 of
Wireless (File No. 333-36253)
10.2 Fort Myers Sale Agreement, incorporated by reference to Registration
Statement on Form S-4 of Wireless (File No. 333-36253)
10.3 Georgia Sale Agreement, incorporated by reference to Registration
Statement on Form S-4 of Wireless (File No. 333-36253)
10.4 Ryan Agreement, incorporated by reference to Registration Statement on
Form S-4 of Wireless (File No. 333-36253)
10.5 Wisehart Agreement, incorporated by reference to Registration Statement on
Form S-4 of Wireless (File No. 333-36253)
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- --- -----------
10.6 Meehan Agreement, incorporated by reference to Registration Statement on
Form S-4 Wireless (File No. 333-36253)
10.7 The Registrant's 1992 Long Term Incentive Plan, incorporated by reference
to Exhibit 10(a) to Registrant's Form 10-K for the year ended December 31,
1992
10.20 Indenture to Senior Exchangeable Payable-In Kind Notes due 2008 between
Holdings and the Bank of Montreal Trust Company, as trustee (including
form of Note), incorporated by reference to Registration Statement on Form
S-1 of Holdings (File No. 333-57363).
10.21 Indenture to 9 1/8% Senior Secured Notes due 2006 among Wireless, each of
the guarantors party thereto and Bank of Montreal Trust Company, as
trustee (including form of Note and Guarantee) incorporated by reference
to registration Statement on Form S-4 of Wireless (333-64773).
