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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 11)
PRICE COMMUNICATIONS CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
741437305
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(CUSIP Number)
PETER G. SAMUELS
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3335
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 14, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /
(Continued on following pages)
(Page 1 of 4 Pages)
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13D
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CUSIP NO. 741437305 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSONS Robert Price
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(D) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7 SOLE VOTING POWER 6,203,100
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 6,203,100
REPORTING -----------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 6,203,100
EACH REPORT PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
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14 TYPE OF REPORTING PERSON IN
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This Amendment No.11 amends and supplements the Schedule 13D, as
amended, filed by Robert Price relating to the shares of common stock, par value
$0.01 per share, of Price Communications Corporation (the "Common Stock").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The response to Item 5 is hereby amended by deleting the entire text
thereof and inserting the following in lieu thereof:
(a) Aggregate Number or Percentage of Shares of Common Stock
Outstanding Beneficially Owned by the Reporting Person
As of November 14, 2000, Mr. Price beneficially owned
6,203,100 shares of Common Stock or approximately 11.2% of the
55,546,917 shares of Common Stock outstanding on October 31,
2000. Excludes approximately 7.5 million shares owned by Mr.
Price's grandchildren as to which he disclaims legal and
beneficial ownership.
(b) Number of Shares and Power to Vote
As of November 14, 2000, Mr. Price has the sole power to vote
the shares and the sole power to dispose of the shares listed
under Item 5(a).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The response to Item 6 is hereby amended by inserting the following:
On November 14, 2000, Robert Price and Kim Pressman (the
"Stockholders") entered into a voting agreement (the "Voting Agreement") with
Verizon Wireless Inc. ("Verizon") in order to induce Verizon to enter into the
Transaction Agreement, dated November 14, 2000 (the "Transaction Agreement")
with Price Communications Corporation, Price Communications Cellular Inc., Price
Communications Wireless, Inc. ("Price Wireless") and Price Communications
Cellular Holdings, Inc. (collectively, the "Price Corporations"). Pursuant to
the Voting Agreement, the Stockholders agreed to vote all of their shares of
Common Stock to approve and adopt the Transaction Agreement and all transactions
contemplated by the Transaction Agreement at any meeting of the stockholders of
Price Communications Corporation, and at any adjournment thereof, at which such
Transaction Agreement and other related agreements (or any amended version
thereof), or the transactions contemplated by the Transaction Agreement, are
submitted for consideration and vote of the stockholders of Price Communications
Corporation. The Stockholders also agreed that they would not vote any of their
shares of Common Stock in favor of (other than a binding written agreement
concerning an Acquisition Proposal (as defined below) that constitutes a
Superior Proposal (as defined below) (an "Alternative Agreement") entered into
in accordance with the Transaction Agreement and matters relating to, or in
connection with the Alternative Agreement) the approval of any (i) Acquisition
Proposal (as defined in the Transaction Agreement), (ii) action or set of
actions which, if consummated, would constitute a change of control of the Price
Corporations (other than Price Communications Corporation), (iii)
reorganization, recapitalization, liquidation or winding up of Price
Communications Corporation or any other extraordinary transaction involving
Price Communications Corporation, (iv) corporate action the consummation of
which would frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated by the Transaction Agreement or (v) other matters
relating to, or in connection with, any of the foregoing matters.
Each Stockholder granted a proxy to Verizon, appointing Verizon as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholders name, to vote, express consent or dissent, or otherwise
use such voting power as provided above.
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Each Stockholder agreed that they would not, without the prior written
consent of Verizon, directly or indirectly (other than pursuant to the terms of
the Voting Agreement and except that Kim Pressman is permitted to transfer up to
3,000 shares of Price Communications Corporation in bona fide gifts), (i) grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any of their shares (other than the proxy granted
to Verizon) or (ii) sell, assign, transfer, encumber or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to the direct or indirect sale, assignment, transfer, encumbrance or
other disposition of, any of their Shares during the term of the Voting
Agreement. Each Stockholder also agreed that they would not seek or solicit any
such acquisition or sale, assignment, transfer, encumbrance or other disposition
or any such contract, option or other arrangement.
Each Stockholder agreed that each of the Price Corporations and Price
Communications Corporation will not, and will not permit their officers,
directors, affiliates, related entities, agents or representatives (other than
as permitted by the Transaction Agreement) to (i) solicit, initiate, knowingly
encourage, conduct or engage in any substantive discussions, or enter into any
agreement or understanding with any other person or entity regarding (a) the
transfer, directly or indirectly, of any of the capital stock of any of the
Price Corporations any material portion of the assets of any of the Price
Corporations or the business of Price Wireless which would reasonably
anticipated in the case of Price Communications Corporation to result in a
change of control (other than an event that is a change of control as a result
of any Acquisition Proposal involving the assets to be contributed to Verizon,
any class of equity or voting securities of any Price Corporation (other than
Price Communications Corporation) or any one or more of the Price Wireless'
subsidiaries), (b) any investment by any other person or entity in capital stock
of any of the Price Corporations or the business of Price Wireless (other than
in the case of Price Communications Corporation, such investments which will
not, or are reasonably likely not to constitute a change of control (other than
an event that is a change of control as a result of any Acquisition Proposal
involving the assets to be contributed to Verizon, any class of equity or voting
securities of any Price Corporation (other than Price Communications
Corporation) or any one or more of the Price Wireless' subsidiaries), or (c) any
joint venture relating to the business of Price Wireless or other similar
transaction involving any of the Price Corporations or the business of Price
Wireless; or (ii) disclose any nonpublic information relating to any of the
Price Corporations or the business of Price Wireless, or afford access to the
properties, books or records of any of the Price Corporations that relate, in
whole or in part, to the business of Price Wireless, to any other person or
entity that may be considering acquiring or has acquired an interest in any of
the Price Corporations or the business of Price Wireless or engaging in any
transaction of the type described in clause (i) above.
"Acquisition Proposal" means, other than the transactions contemplated
by the Transaction Agreement, any offer or proposal for, any indication of
interest in, or any submission of inquiries from any third party relating to (A)
any acquisition or purchase, direct or indirect, of 20% or more of the
consolidated assets of Price Communications Corporation and its subsidiaries or
over 20% of any class of equity or voting securities of Price Communications
Corporation, any Price Corporation or over 20% of any class of equity or voting
securities of any one or more of Price Wireless' subsidiaries whose assets,
individually or in the aggregate, constitute more than 20% of the consolidated
assets of Price Communications Corporation and its subsidiaries, (B) any tender
offer (including a self-tender offer) or exchange offer that, if consummated,
would result in such third party's beneficially owning 20% or more of any class
of equity or voting securities of Price Communications Corporation, any Price
Corporation or over 20% of any class of equity or voting securities of any one
or more Price Wireless' subsidiaries whose assets, individually or in the
aggregate, constitute more than 20% of the consolidated assets of Price
Communications Corporation and its subsidiaries, or (C) a merger, consolidation,
share exchange, business combination, sale of substantially all the assets,
reorganization, recapitalization, liquidation, dissolution or other similar
transaction involving Price Communications Corporation, any Price Corporation or
over 20% of any class of equity or voting securities of any one or more Price
Wireless' subsidiaries whose assets, individually or in the aggregate,
constitute more than 20% of the consolidated assets of Price Communications
Corporation and its subsidiaries; PROVIDED that, notwithstanding the foregoing,
the acquisition by any institutional investor of any securities of Price
Communications
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Corporation, directly or indirectly, in connection with its investment
operations in the ordinary course of business shall not constitute an
"Acquisition Proposal" if (I) such investor and its affiliates do not at any
time beneficially own voting securities of Price Communications Corporation
representing more than 30% of the total voting power of all outstanding voting
securities of Price Communications Corporation and (II) such activities are for
investment purposes only and are not, alone or in concert with others, in
connection with any plan, arrangement, understanding, proposal, or intention to
influence, or affect control over the management, board of directors or policies
of Price Communications Corporation, PROVIDED FURTHER that, notwithstanding the
foregoing, an Acquisition Proposal shall be deemed to exist if at any time such
investor or its affiliates shall fail to, or no longer, comply with (I) or (II)
of the foregoing.
"Superior Proposal" means any bona fide, unsolicited written
Acquisition Proposal on terms that the Board of Directors of Price
Communications Corporation determines in good faith by a majority vote, on the
basis of the advice of a financial advisor of nationally recognized reputation
and taking into account all the terms and conditions of the Acquisition
Proposal, including any break-up fees, expense reimbursement provisions and
conditions to consummation, are more favorable and provide greater value to all
Price Communications Corporation's shareholders than as provided under the
Transaction Agreement and for which financing, to the extent required, is then
either fully committed or reasonably determined to be available by the Board of
Directors of Price Communications Corporation; PROVIDED that, notwithstanding
the fact that the transactions contemplated by the Transaction Agreement do not
contemplate the distribution of consideration to the Price Communication
Corporation's shareholders, for purposes of determining whether an Acquisition
Proposal is a Superior Proposal, the transactions contemplated by the
Transaction Agreement shall be deemed to have an aggregate value of at least
$2,060 million to such shareholders, assuming they were consummated.
The Voting Agreement is being filed as an exhibit hereto and is
incorporated herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Voting Agreement, dated as of November 14, 2000, among
Verizon Wireless Inc., Robert Price and Kim Pressman.
SIGNATURE
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
correct.
November 27, 2000
/s/ Robert Price
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Robert Price
