UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PRICELLULAR CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
741504 10 4
(CUSIP Number)
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
The remainder of this cover page shall 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).
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SCHEDULE 13G
CUSIP No. 741504 10 4
1. Name of Reporting Person: AT&T Corp.
SS or IRS Identification No. of
Above Person: 13-4924710
2. Check the appropriate box if a member of a group:
(a) [ ] (b) [X]
3. SEC USE ONLY
4. Citizenship or place of organization: New York
Number of shares beneficially owned by each reporting person
with:
5. Sole voting power: 2,709,192
(Indirectly through its control of McCaw Cellular
Communications, Inc.)
6. Shared voting power: None
7. Sole dispositive power: 2,709,192
(Indirectly through its control of McCaw Cellular
Communications, Inc.)
8. Shared dispositive power: None
9. Aggregate amount beneficially owned by each reporting
person: 2,709,192
10. Check box if the aggregate amount in row (9) excludes
certain shares: [X]
11. Percent of class represented by amount in row (9): 40.4%
12. Type of reporting person: CO
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SCHEDULE 13G
CUSIP No. 741504 10 4
1. Name of Reporting Person: McCaw Cellular Communications,
Inc.
SS or IRS Identification No. of
Above Person: 91-1379052
2. Check the appropriate box if a member of a group:
(a) [ ] (b) [X]
3. SEC USE ONLY
4 Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person
with:
5. Sole voting power: 2,709,192
6. Shared voting power: None
7. Sole dispositive power: 2,709,192
8. Shared dispositive power: None
9. Aggregate amount beneficially owned by each reporting
person: 2,709,192
10. Check box if the aggregate amount in row (9) excludes
certain shares: [X]
11. Percent of class represented by amount in row (9): 40.4%
12. Type of reporting person: CO
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Item 1.
(a) Name of Issuer.
PriCellular Corporation (the "Company").
(b) Address of Issuer's Principal Executive Offices.
45 Rockefeller Plaza
Suite 3201
New York, NY 10020
Item 2.
(a) Name of Person Filing
McCaw Cellular Communications, Inc.
(b) Address of Principal Business Office, or, if None,
Residence.
5400 Carillon Point
Kirkland, WA 98033
(c) Citizenship.
United States
(d) Title of Class of Securities.
The class of securities to which this statement relates
is Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), of the Company.
(e) CUSIP Number.
741505 10 4
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act,
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(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act,
(e) [ ] Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G) (Note: See Item 7),
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H).
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned.(1)
2,709,192
(b) Percent of Class.(2)
40.4%
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(1) Consists of 2,709,192 shares of Class B Common Stock, which
shares are convertible at the option of the holder into shares of
Class A Common Stock.
(2) Any security that the reporting person has the right to
acquire within 60 days is deemed to be outstanding for purposes
of calculating the ownership percentage of such reporting person,
but is not deemed to be outstanding for purposes of calculating
the ownership percentage of any other reporting person.
According to information provided by the Company, on December 31,
1994, 4,000,000 shares of Class A Common Stock and 11,700,874
shares of Class B Common Stock were outstanding.
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(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
2,709,192
(ii) shared power to vote or to direct the vote
- 0 -
(iii) sole power to dispose or to direct the
disposition of:
2,709,192
(iv) shared power to dispose or to direct the
disposition of:
- 0 -
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Securities Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.<PAGE>
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SIGNATURE
The undersigned hereby agree that this Schedule 13G is filed
on behalf of each of them and, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete and
correct.
AT&T CORP.
By: MARILYN J. WASSER
-----------------------------
Date: February 15, 1995 Marilyn J. Wasser
Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: February 15, 1995 Andrew A. Quartner
Senior Vice President-Law
.
