THIS DOCUMENT IS A COPY OF THE SCHECULE 13G FILED ON FEBRUARY
10, 1995. SUCH FILING WAS ORIGINALLY MADE IN PAPER FORMAT.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
PRICELLULAR CORPORATION
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
______________
(CUSIP Number)
Check the following box if a fee is being paid with this
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 the disclosures provided
in a prior cover page.
The information required in 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).
CUSIP NO. _______________ 13G Page 2 of 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
See Statement 1 attached hereto
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
[]
3 SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
See Statement 1 attached hereto
5 SOLE VOTING POWER
NUMBER -0-
OF SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,211,819 shares Class A Common Stock
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
1,211,819 shares Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,211,819 shares of Class A 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
23.3%
12. TYPE OF REPORTING PERSON*
See Statement 1 attached hereto
*SEE INSTRUCTION BEFORE FILLING OUT!
Spectrum Equity Investors, L.P. Page 3 of 6
Schedule 13G
Item 1.
(a) Name of Issuer: PriCellular Corporation
(b) Address of Issuer's Principal Executive Offices:
45 Rockefeller Plaza, New York, New York 10020
Item 2.
(a) Name of Person Filing: See Statement I
attached
(b) Address of Principal Business Office or, if none,
Residence: See Statement I attached
(c) Citizenship: See Statement I attached
(d) Title of Class of Securities: Class A Common
Stock, $.01 par value
(e) CUSIP Number: Not applicable
Item 3.
(a) Not Applicable
Item 4. Ownership
(a) Amount beneficially owned: 1,211,819 shares of
Class A Common Stock are beneficially owned by the
reporting person (of such amount, 1,052,667 shares
of Class A Common Stock are issuable upon
conversion of the Class B Common Stock beneficially
owned by the reporting person and 159,152 shares of
Class A Common Stock are issuable upon exercise of
rights to acquire held by the reporting person)
(b) Percent of Class: 23.3% of Class A Common
Stock (based on 1,052,667 shares of Class A Common
Stock issuable upon conversion of the outstanding
Class B Common Stock beneficially owned by the
reporting person plus 159,152 shares of Class A
Common Stock issuable upon exercise of rights to
acquire held by the reporting person)
Spectrum Equity Investors, L.P. Page 4 of 6
Schedule 13G
(c) Number of shares as to which reporting person
has:
(i) sole power to vote or to direct
the vote: -0-
(ii) shared power to vote or to
direct the vote: 1,211,819 shares of Class A
Common Stock
(iii) sole power to dispose or to
direct the disposition: -0-
(iv) shared power to dispose or to direct the
disposition: 1,211,819 shares of Class A
Common Stock
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:
The persons identified on Statement I attached
hereto have the right to receive or the power to
direct the receipt of dividends from the sale of
securities owned by the reporting person.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security 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
Spectrum Equity Investors, L.P. Page 5 of 6
Schedule 13G
Statement I
Name of Citizenship Type of
Reporting or place of Reporting
Person Address Organization Person
Spectrum Equity 125 High St. Delaware PN
Investors L.P. Boston, MA
02110
Spectrum Equity 125 High St. Delaware PN
Associates, L.P. Boston, MA
02110
William P. Collatos 125 High St. USA IN
Boston, MA
02110
Brion Applegate 300 Drakes USA IN
Landing
Suite 251
Greenbrae, CA
94904
Dennis Brush 300 Drakes USA IN
Landing
Suite 251
Greenbrae, CA
94904
Spectrum Equity Investors, L.P. Page 6 of 6
Schedule 13G
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
SPECTRUM EQUITY INVESTORS, L.P.
By: Spectrum Equity Associates,
L.P., its general partner
Date: February 9, 1995
By:/s/William P. Collatos
William P. Collatos,
General Partner
Date: February 9, 1995 SPECTRUM EQUITY ASSOCIATES, L.P.
By:/s/William P. Collatos
William P. Collatos,
General Partner
Date: February 9, 1995
By:/s/William P. Collatos
William P. Collatos
Date: February 9, 1995
By:/s/Brion Applegate
Brion Applegate
Date: February 9, 1995
By:/s/Dennis Brush
Dennis Brush
EXHIBIT 13d-1(f)
January 31, 1995
Spectrum Equity Investors, L.P.
125 High Street
Boston, MA 02110
Gentlemen:
Each of the undersigned hereby respectively represents that
the undersigned is eligible to use Schedule 13G to report the
undersigned's beneficial ownership of PriCellular Corporation
Class A Common Stock. Additionally, each of the undersigned
acknowledges that the Schedule 13G filed by Spectrum Equity
Investors, L.P. relating to its beneficial ownership of Class A
Common Stock of PriCellular Corporation was also filed on behalf
of each of the undersigned.
Very truly yours,
SPECTRUM EQUITY ASSOCIATES, L.P.
By /s/William P. Collatos
William P. Collatos
General Partner
By /s/Brion Applegate
Brion Applegate
General Partner
By /s/Dennis Brush
Dennis Brush
General Partner
/s/William P. Collatos
William P. Collatos,
individually
/s/Brion Applegate
Brion Applegate,
individually
/s/Dennis Brush
Dennis Brush,
individually
