SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
PRIME CELLULAR, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
741916
(CUSIP Number)
Robert J. Mittman
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
(Name, Address and Telephone Number of Person Authorized to receive
Notice and Communications)
May 29, 1998
(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 |_|.
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.
(Continued on following pages)
- ----------
1 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).
Page 1 of 4 Pages
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SCHEDULE 13D
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CUSIP NO. 741916 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOSEPH K. PAGANO
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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(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
1,441,200 (includes 217,500 shares issuable
upon exercise of options)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,441,200 (includes 217,500 shares
issuable upon exercise of options)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,441,200 (includes 217,500 shares issuable upon
exercise of options)
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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)
22.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 4 Pages
<PAGE>
This Amendment No. 4 amends and supplements the Schedule 13D, as amended
and supplemented by Amendments Nos. 1 through 3, inclusive (the "Schedule 13D"),
heretofore filed by the Reporting Person with the Securities and Exchange
Commission with respect to the Common Stock ("Common Stock") of Prime Cellular,
Inc., a Delaware corporation (the "Company"). Except as amended hereby, there
has been no change in the information contained in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to information supplied to the Reporting Person by the
Company there were 6,101,500 shares of Common Stock outstanding on May
29, 1998.
As of the date of this Amendment No. 4 the Reporting Person
beneficially owned 1,441,200 shares of Common Stock, representing
22.8% (calculated in accordance with the instructions to Schedule 13D)
of the issued and outstanding shares of the Common Stock. Said
securities consist of (i) 1,223,700 shares owned directly by the
Reporting Person; and (ii) 217,500 options to purchase 217,500 shares
of Common Stock.
The Reporting Person has the sole power to vote and dispose of all of
such shares.
(c) On May 29, 1998, the Reporting Person received 393,000 shares of
Common Stock pursuant to a merger of CMT Acquisition Corp., a wholly
owned subsidiary of the Issuer, into Cell & Molecular Technologies,
Inc. ("CMT") in exchange for the shares of CMT owned by the Reporting
Person.
Other than as set forth above, during the last 60 days, the Reporting
Person effected no transactions in the shares of Common Stock.
(d) The Reporting Person affirms that no person other than the
Reporting Person has the right to receive, or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Common Stock owned by the Reporting Person.
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Person ceased to be the owner of more than five
percent of the Common Stock.
Page 3 of 4 Pages
<PAGE>
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.
Date: June 8, 1998
/s/ Joseph K. Pagano
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JOSEPH K. PAGANO
Page 4 of 4 Pages
