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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . )
Prime Cellular, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
741916100
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(CUSIP Number)
Richard M. Neville, Neville Shaver Kelly & McLean
Three Landmark Square, Stamford, CT 06901
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 1996
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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 / X /. (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.
* 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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1 NAME OF REPORTING PERSON
S. S. OR I. R. S. IDENTIFICATION NOS. OF ABOVE PERSON
Neil Levine
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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
See Item 3 herein.
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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
USA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 451,000
OWNED BY EACH
REPORTING PERSON -------------------------------------------------------------
WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
451,000 See Item 6 herein.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,000
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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)
5.4%
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14 TYPE OF REPORTING PERSON
IN
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Item.1. Security and Issuer.
Prime Cellular, Inc.
100 First Stamford Place
Stamford, CT 06902
Item 2. Identity and Background.
(a) Neil Levine
(b) 2352 Linwood Avenue
Fort Lee, NJ 07024
(c) Consultant
(d) During the last five years, the reporting person has
not been convicted in a criminal proceeding
(excluding traffic violations and similar
misdemeanors).
(e) During the last five years, the reporting person has
not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a
result of which the reporting person was or is
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.
Item 3. Source and Amount of Funds or Other Consideration.
The reporting person acquired the securities reported hereby
by reason of ownership of the common stock of Bern Associates,
Inc., a privately-held New Jersey corporation ("Bern") which
consummated a merger transaction with a wholly-owned
subsidiary of the Issuer described in Items 4 and 6 below.
Item 4. Purpose of the Transaction.
On June 11, 1996, Bern merged into and with a wholly-owned
subsidiary of the Issuer and the former owners of Bern
received 4,100,000 shares of the common stock of the Issuer,
representing approximately 49.3% of the issued and outstanding
common stock of the Issuer (the "Merger"). The Issuer was
organized in May 1990 to provide management services to rural
service area cellular telephone licensees but has not
generated any operating revenue from its intended business.
Prior to the Merger, the principal business of the Issuer has
been to invest, and receive interest income from the
investment of, the net proceeds of its initial
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public offering in August 1990 and the private placement of
securities in May 1990. As a result of the Merger, the Issuer
(on a consolidated basis) will become actively engaged in the
business theretofore engaged in by Bern. Such business
principally involves the provision of software, equipment and
services necessary to enable local telephone companies to
become Internet "providers" and providing support and
assistance to such companies and their Internet-user
customers. As a result of the Merger, Raphael Collado and
Ellen Kirschenbaum, respectively the Chairman and the
President of Bern, have been elected directors, and,
respectively the President and Chief Executive Officer and the
Executive Vice President, of the Issuer. Richard M. Neville,
Secretary of Bern, was elected Secretary of the Issuer. In
accordance with the Merger Agreement referred to in Item 6,
the Board of Directors of the Issuer consists of five
directors: the foregoing two individuals, two continuing
directors, Frederick R. Adler and Joseph K. Pagano (who had
been President and Chief Executive Officer and has been named
Chairman of the Board) and L. Mark Newman who was elected by
the other four directors. An affiliate of Mr. Newman was an
owner of Bern and received 246,000 shares of the common stock
of the Issuer as a result of the Merger. Such affiliate
previously owned 100,000 shares of the Issuer. Except as a
result of the Merger and as described in this Item 4 and as
described or referred to in other Items herein, the reporting
person has no plans or proposals which relate to or would
result in any actions relating to the Issuer enumerated in
paragraphs (a) through (j) of Schedule 13D, Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of June 11, 1996, the reporting person
beneficially owned 451,000 or 5.4% of the Issuer's
outstanding shares of common stock.
(b) The reporting person has the sole power to vote or
direct the vote of such shares. Pursuant to the terms
of the Escrow Agreement referred to in Item 6, the
reporting person's ability to dispose or direct the
disposition of the shares is restricted until the
earlier of (i) the filing with the Commission of the
Issuer's Annual Report on Form 10-K for the fiscal
year ended May 31, 1997 or (ii) September 13, 1997.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to a merger agreement dated as of May 14, 1996, and
related agreements (collectively, the "Merger Agreement"),
unanimously approved by the Board of the Issuer and by the
stockholders and the Board of Bern, on June 11, 1996, Bern
merged with and into Prime Cellular Acquisition Corp., a
wholly owned subsidiary of the Issuer. As a result, the Issuer
issued 4,100,000 shares of its common stock to the former
stockholders of Bern, which represent approximately 49.3% of
its issued and outstanding common stock. Among other things,
the Merger
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Agreement provides for the allocation to persons designated by
Ralph Collado and Ellen Kirschenbaum of options to purchase up
to 233,000 shares of common stock of the Issuer pursuant to
its stock option plan.
In connection with the Merger Agreement, Bern and the Bern
stockholders made certain representations and warranties to,
and covenants with, the Issuer and executed an Indemnification
Agreement indemnifying the Issuer in the event of a breach of
any of such representations, warranties or covenants, to the
extent the damages therefrom exceed $50,000.
As security for the obligations under the Indemnification
Agreement, the shares delivered in connection with the Merger
(including the shares beneficially owned by the reporting
person, collectively the "Merger Shares") will be held in
escrow under an Escrow Agreement until the earlier of (i) the
filing with the Commission of the Issuer's annual report on
Form 10-K for the fiscal year ended May 31, 1997 or (ii)
September 13, 1997 (the "Escrow Termination Date"). The Escrow
Agreement provides that the Merger Shares shall be held in
escrow by the Escrow Agent (Tenzer Greenblatt LLP) until the
Escrow Termination Date. During the period the Merger Shares
are held in escrow, the Escrow Agreement sets forth procedures
for the making by the Issuer of claims under the
Indemnification Agreement, and the delivery by the Escrow
Agent of Merger Shares in satisfaction of such claims. If any
escrowed Merger Shares are sold or otherwise disposed of
(which transactions are subject to substantial restrictions),
the proceeds of such sale or disposition are held in escrow.
Upon termination of the escrow, assuming no unsatisfied claims
are outstanding, the escrowed Merger Shares (and any proceeds)
will be delivered to the former Bern stockholders
Pursuant to the terms of the Merger Agreement, the Issuer and
each of the Bern stockholders also entered into a Registration
Rights Agreement pursuant to which the Issuer has agreed to
register the Merger Shares as promptly as possible after the
Escrow Termination Date and to keep such registration
effective until the second anniversary of the Merger. The
Registration Rights Agreement also provides for "piggyback"
registration rights for the Merger Shares. Sale of Merger
Shares registered under the Registration Rights Agreement is
subject to certain additional restrictions as set forth
therein. The Registration Rights Agreement contains other
provisions governing, among other things, payment of expenses
and indemnification of the selling stockholders of the Merger
Shares by the Issuer.
Item 7. Material to be Filed as Exhibits.
The Merger hereinabove described is the subject of a filing
being made by the Issuer with the Commission on Form 8-K. The
Merger Agreement hereinabove referred to and all material
exhibits thereto, including the Indemnification Agreement, the
Escrow Agreement and the Registration Rights Agreement, are
Exhibits to such Form 8-K and are incorporated herein by
reference. The descriptions of such agreements herein are
qualified in their entirety by reference to the complete text
thereof.
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SIGNATURE
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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 correct.
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Date: June 20, 1996
New York, New York /s/ Neil Levine
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Neil Levine
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