UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PriCellular Corporation
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
174150410
(CUSIP Number)
Check the following box if a fee is being paid with this
statement []. (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.174150410 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spectrum Equity Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,615,515
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,615,515
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,515
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 174150410 13G Page 3 of 10
Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spectrum Equity Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,615,515
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,615,515
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,515
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 174150410 13G Page 4 of 10
Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William P. Collatos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,615,515
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,615,515
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,515
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 174150410 13G Page 5 of 10
Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brion B. Applegate
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,615,515
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,615,515
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,515
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Spectrum Equity Investors, L.P. Page 6 of 10
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: 174150410
Item 3.
(a) Not Applicable
Item 4. Ownership
(a) Amount beneficially owned: 1,615,515 shares of
Class A Common Stock are beneficially owned by the
Reporting Persons (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 Persons and 371,813 shares of Class A
Common Stock are issuable upon conversion of the
Series A Cumulative Convertible Preferred Stock,
$.01 par value (the "Series A Preferred") held by
the Reporting Persons). The number of shares of
Class A Common Stock issuable upon conversion of the
Series A Preferred assumes the occurrence of a
voluntary conversion on December 28, 1995, the date
the Reporting Persons acquired beneficial ownership
of the shares of Series A Preferred.
(b) Percent of Class: 13.3% of Class A Common
Stock (assumes issuance of 1,052,667 shares of
Class A Common Stock upon conversion of the
outstanding Class B Common Stock beneficially owned
by the Reporting Persons plus issuance of 371,813
shares of Class A Common Stock upon conversion of
the Series A Preferred held by the Reporting
Persons assuming further that the voluntary
conversion of Series A Preferred occurred on
December 28, 1995). The Reporting Persons believe
that approximately 10,726,432 shares of Class A
Common Stock were outstanding on December 31, 1995
and the percentage of ownership has been computed
utilizing such number of shares.
Spectrum Equity Investors, L.P. Page 7 of 10
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: 1,615,515 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: 1,615,515 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 of record by Spectrum Equity
Investors, L.P.
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: See Statement I attached hereto
for identification of persons filing this
Schedule as a group.
Item 9. Notice of Dissolution of Group:
See Statement I attached hereto for identification
of persons filing this Schedule as a group
Item 10. Certification: Not Applicable
Spectrum Equity Investors, L.P. Page 8 of 10
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 B. Applegate 300 Drakes USA IN
Landing
Suite 251
Greenbrae, CA
94904
Spectrum Equity Investors, L.P. Page 9 of 10
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 13, 1996 By: /s/ William P. Collatos
William P. Collatos,
General Partner
Date: February 13, 1996 SPECTRUM EQUITY ASSOCIATES, L.P.
Date: February 13, 1996 By: /s/ William P. Collatos
William P. Collatos,
General Partner
Date: February 13, 1996 By: /s/Brion B. Applegate
Brion B. Applegate,
General Partner
Date: February 13, 1996 By: /s/ William P. Collatos
William P. Collatos
Date: February 13, 1996 By: /s/Brion B. Applegate
Brion B. Applegate
Page 10 of 10
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, each of the undersigned hereby
respectively represents that the undersigned is eligible to use
Schedule 13G as amended by Amendment No. 1 being filed herewith,
to report the undersigned's beneficial ownership of Class A
Common Stock of PriCellular Corporation. Additionally, each of
the undersigned acknowledges that this Amendment No. 1 to
Schedule 13G is filed on behalf of each of the undersigned.
SPECTRUM EQUITY INVESTORS, L.P.
By: Spectrum Equity Associates, L.P.
By/s/ William P. Collatos
William P. Collatos
General Partner
Date: February 13, 1996
SPECTRUM EQUITY ASSOCIATES, L.P.
By/s/ William P. Collatos
William P. Collatos
General Partner
Date: February 13, 1996
By/s/ Brion B. Applegate
Brion B. Applegate
General Partner
Date: February 13, 1996
/s/ William P. Collatos
William P. Collatos,
individually
Date: February 13, 1996
/s/ Brion B. Applegate
Brion B. Applegate,
individually
Date: February 13, 1996
