SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3)(1)
PRIME CELLULAR, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
741916
(CUSIP Number)
May 29, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
- ----------
(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 5 Pages
<PAGE>
- ------------------------ ---------------------------
CUSIP No. 741916 13G Page 2 of Pages
- ------------------------ ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FREDERICK R. ADLER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 704,673 (includes options to purchase
EACH 150,000 shares of Common Stock)
PERSON ------------------------------------------------------
REPORTING 6 SHARED VOTING POWER
WITH
Not Applicable
------------------------------------------------------
7 SOLE DISPOSITIVE POWER
704,673 (includes options to purchase
150,000 shares of Common Stock)
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,673 (includes options to purchase 150,000 shares of Common
Stock)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.26% (as of February 10, 1999)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
Item 1(a). Name of Issuer:
PRIME CELLULAR, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
580 Marshall Street
Phillipsburg, NJ 08863
Item 2(a). Name of Person Filing:
This Schedule 13G is filed on behalf of Frederick R. Adler
(the "Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
1520 South Ocean Boulevard
Palm Beach, FL 22480
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
741916
Item 3. Type of Reporting Person:
(a) - (j): Not Applicable
If this statement is filed pursuant to Rule 13d-1(c), check
this box |X|
Page 3 of 5 Pages
<PAGE>
Item 4. Ownership:
(a) Amount Beneficially Owned:
704,673 (includes options to purchase 150,000
shares of Common Stock)
(b) Percent of Class:
11.26%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote:
704,673 (includes options to purchase
150,000 shares of Common Stock)
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the
disposition of:
704,673 (includes options to purchase
150,000 shares of Common Stock)
(iv) shared power to dispose or to direct the
disposition of:
Not Applicable
Items 5-9. Not Applicable
Page 4 of 5 Pages
<PAGE>
Item 10. By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 11, 1999
/s/ Frederick R. Adler
-------------------------
Frederick R. Adler
Page 5 of 5 Pages
