SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PRICELLULAR CORPORATION
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(Name of Issuer)
Class A Common Stock,
$.01 Par Value
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(Title of Class of Securities)
741504 10 4
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(CUSIP Number)
Andrew A. Quartner
AT&T Wireless Services, Inc.
1150 Connecticut Avenue, NW
Washington, D.C. 20036
Tel. No.: (202) 223-9222
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 27, 1995
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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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box ___.
Check the following box if a fee is being paid with this
statement. ___ (A fee is not required only if the reporting
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 less than five percent of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
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* The remainder of this cover page should 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).
(Continued on following pages)<PAGE>
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13D
CUSIP No. 741504 10 4 Page 2 of 8 pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
AT&T Corp.
IRS ID No. 13-4924710
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(2) Check the Appropriate Box if a Member of a Group(a) __
(b) X
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(3) SEC Use Only
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(4) Source of Funds
WC, 00
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ___
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power 0
Shares (8) Shared Voting Power 4,184,029
Beneficially (9) Sole Dispositive Power 0
Owned by Each (10) Shared Dispositive Power 4,184,029
Reporting
Person with
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
4,184,029
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares ___
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(13) Percent of Class Represented by Amount in Row (11)
31.1%*
*See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
CO<PAGE>
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13D
CUSIP No. 741504 10 4 Page 3 of 8 pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
AT&T Wireless Services, Inc.
IRS ID No. 91-1379052
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(2) Check the Appropriate Box if a Member of a Group (a) __
(b) XX
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(3) SEC Use Only
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(4) Source of Funds
WC, 00
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) __
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power 4,184,029
Shares (8) Shared Voting Power 0
Beneficially (9) Sole Dispositive Power 4,184,029
Owned by Each (10) Shared Dispositive Power 0
Reporting
Person with
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
4,184,029
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares __
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(13) Percent of Class Represented by Amount in Row (11)
31.1%*
*See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
CO
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The following information amends and supplements the
Schedule 13G dated February 15, 1995.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), of PriCellular
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 45
Rockefeller Plaza, New York, NY 10020.
Item 2. Identity and Background.
This statement is filed by AT&T Corp. and AT&T Wireless
Services, Inc. (the "Reporting Persons"). The Reporting Persons
are parties to a voting agreement (the "Voting Agreement") dated
as of December 28, 1995 among the Company, Robert Price, Steven
Price, Eileen Farbman, Aeneas Venture Corporation, Spectrum
Equity Investors, L.P., Thomas H. Lee Equity Fund III, L.P.,
THL-CCI Investors Limited Partnership and The Public School
Employees' Retirement Board, pursuant to which the parties agree
to vote for the nominees to the Board of each of the parties
thereto. The Reporting Persons disclaim membership in a group
with the other parties to the Voting Agreement.
The business address of the Reporting Persons is 5000
Carillon Point, Kirkland, WA 98033.
None of the Reporting Persons has, during the past five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any Reporting Person
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
Each of the Reporting Persons are citizens of the United
States of America.
Item 3. Source and Amount of Consideration
AT&T Wireless ("AT&T Wireless") has acquired shares of
Common Stock in three transactions:
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(i) During 1994 AT&T Wireless Services, Inc. ("AT&T
Wireless") acquired, in two separate transactions, (x) shares
of the Company's Class B Common Stock, par value $.01 per
share ("Class B Common Stock"), convertible at the option of
the holder into 2,031,250 shares of Class A Common Stock and
(y) shares of Series A Convertible Stock which were converted
upon the completion of the Company's initial public offering
in December 1994 into shares of Class B Common Stock which are
convertible at the option of the holder into 1,356,140 shares
of Class A Common Stock. Such shares were acquired for
approximately $15 million in cash, and minority interests and
equipment carried at AT&T Wireless' depreciated cost of $3.6
million. The source of funds used in making the purchases was
available working capital.
(ii) On September 27, 1995, AT&T Wireless sold its interest
in the cellular system serving the Parkersburg, WV/Marietta,
OH MSA to the Company in exchange for $17.5 million consisting
of one-half cash and one-half in an unsecured five year 6%
note convertible into the Company's Class A Common Stock at
$11 per share. The Note was converted into 796,639 shares of
Class A Common Stock on November 7, 1995.
On July 31, AT&T Wireless converted 674,890 shares of Class
B Common Stock into 674,890 shares of Class A Common Stock.
Item 4. Purpose of the Transaction
The Reporting Persons hold the shares for investment
purposes. The Reporting Persons intend, however, to continue to
review their investment in the Company on the basis of various
factors, including the Company's businesses, results of
operations, financial condition and future prospects, conditions
in the securities market and general economic and industry
conditions. Based upon such review, the Reporting Persons will
take such actions as they may deem appropriate in light of the
circumstances existing from time to time. In this connection,
the Reporting Persons may, subject to market conditions and other
factors that they deem relevant, (i) purchase or otherwise
acquire additional shares from time to time in the open market,
in privately negotiated transactions or otherwise, or (ii) sell
or otherwise dispose of, shares beneficially owned, whether now
or in the future, from time to time in the open market, in
privately negotiated transactions to one or more purchasers or
otherwise.
Except as disclosed herein, the Reporting Persons have
not at the present time formulated any plans or proposals of the
type referred to in clauses (a) through (j) of Item 4 of Schedule
13D.
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Item 5. Interest in the Securities of the Issuer.
(a)(i) AT&T Wireless is the beneficial owner of 4,184,029
shares of Class A Common Stock, representing 31.1% of the total
number of shares of Class A Common Stock outstanding as of
December 21, 1995.* The 4,184,029 shares include (A) 1,471,529
shares of Class A Common Stock held directly by AT&T Wireless and
(B) 2,712,500 shares of Class B Common Stock held by AT&T
Wireless, which shares are convertible at the option of the
holder into an equal number of shares of Class A Common Stock.
(ii) AT&T Corp. is the beneficial owner of 4,184,029
shares of Class A Common Stock by virtue of its 100% ownership of
AT&T Wireless.
(b) Except as otherwise described herein, none of the
Reporting Persons has any sole or shared power to vote or to
direct the vote of any shares of Class A Common Stock nor sole or
shared power to dispose of or direct the disposition of any
shares of Class A Common Stock.
(c) There have been no transactions in shares of Common
Stock effected during the past 60 days by any Reporting Person
nor by any other person controlling any Reporting Person.
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* Any security that any Reporting Person has the right to
acquire within 60 days is deemed to be outstanding for the
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, 1995, 10,726,432 shares of Class A
Common Stock and 13,951,203 shares of Class B Common Stock were
outstanding.<PAGE>
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
In addition to the Voting Agreement, the Reporting Persons
are subject to (a) a stockholders agreement dated as of April 28,
1994 among AT&T Wireless Services, Inc. and the parties named
therein, as amended, and to (b) a stockholders agreement dated as
of May 16, 1994 among Aeneas Venture Corporation, Spectrum Equity
Investors, L.P. and the parties named therein, as amended.
Except as referred to or described herein, there are no
contracts, arrangements, understandings or relationships among
the persons named in Item 2 or between any of such persons and
any other person with respect to any securities of the Company.
Item 7. Material Filed as Exhibits.
Exhibit 7.1 Voting Agreement dated as of December 28,
1995.*
Exhibit 7.2 Stockholders Agreement dated as of April 28,
1994 among AT&T Wireless Services, Inc. and
the parties named therein.**
Exhibit 7.3 Stockholders Agreement dated as of May 16,
1994 among Aeneas Venture Corporation,
Spectrum Equity Investors, L.P. and the
parties named therein.**
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* Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
** Incorporated herein by reference to the Company's
Registration Statement on Form S-1, No. 33-285678.<PAGE>
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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 accurate.
Dated: February 21, 1996
AT&T WIRELESS SERVICES, INC.
By: ANDREW A. QUARTNER
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Name: Andrew A. Quartner
Title: Senior Vice President
AT&T CORP.
By: R. GERARD SALEMME
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Name: R. Gerard Salemme
Title: Vice President
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EXHIBIT INDEX
Exhibit 7.1 Voting Agreement dated as of December 28,
1995.*
Exhibit 7.2 Stockholders Agreement dated as of April 28,
1994 among AT&T Wireless Services, Inc. and
the parties named therein.**
Exhibit 7.3 Stockholders Agreement dated as of May 16,
1994 among Aeneas Venture Corporation,
Spectrum Equity Investors, L.P. and the
parties named therein.**
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* Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
** Incorporated herein by reference to the Company's
Registration Statement on Form S-1, No. 33-285678.
