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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)(1)
PRICELLULAR CORPORATION
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(NAME OF ISSUER)
CLASS A COMMON STOCK,
$.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
741504 10 4
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(CUSIP NUMBER)
RICHARD D. TRUESDELL, JR., ESQ.
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, NY 10017
Tel. No.: (212) 450-4000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 5, 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. / / (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.
(Continued on following pages)
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(1) The remainder of this cover page should 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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13D
CUSIP NO. 741504 10 4 PAGE 2 OF 7 PAGES
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Eileen Farbman
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds
WC
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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
United States of America
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<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 2,609,375*
Shares
Beneficially (8) Shared Voting Power 1,104,687
Owned by
Each (9) Sole Dispositive Power 2,609,375*
Reporting
Person with (10) Shared Dispositive Power 1,104,687
* See response to Item 5 below.
</TABLE>
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,714,062
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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)
20.0%*
* See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of PriCellular Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 45 Rockefeller Plaza, New York, NY 10020.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Eileen Farbman (the "Reporting Person"). The
residence of Reporting Person is c/o PriCellular Corporation, 45 Rockefeller
Plaza, New York, NY 10020. On June 24, 1996, a voting agreement among certain
stockholders of the Company was amended, among other things, for the purpose of
removing the Reporting Person (in her individual capacity and as custodian for
Leo Farbman and Alexandra Farbman) as a party thereto. As a result of this
amendment, the Reporting Person ceased to be a member of a group with Robert
Price and Steven Price. The Reporting Person previously filed her Schedule 13D
as a member of such group. The Reporting Person disclaims membership in any
group.
The Reporting Person has not, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has the Reporting Person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been 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.
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The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF CONSIDERATION
The Reporting Person acquired all of her beneficial ownership interest in
the Company prior to the initial public offering (the "IPO") of the Company's
Class A Common Stock in December 1994. The Reporting Person has not acquired any
additional shares since the time of the IPO.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired all of her beneficial ownership interest in
the Company prior to the IPO. See Item 3 above.
The Reporting Person intends to review her investment in the Company on the
basis of various factors, including the Company's businesses, results of
operations, financial condition and future prospects, conditions in the
securities market and general economic and industry conditions. Based upon such
review, the Reporting Person will take such actions as she may deem appropriate
in light of the circumstances existing from time to time. In this connection,
the Reporting Person may, subject to market conditions and other factors that
she may deem relevant, (i) purchase or otherwise acquire additional shares from
time to time in the open market, in privately negotiated transactions or
otherwise, or (ii) sell or otherwise dispose of, shares beneficially owned,
whether now or in the future, from time to time in the open market, in privately
negotiated transactions to one or more purchasers or otherwise. The Reporting
Person currently does not have any plans or proposals relating to the activities
described in paragraphs (a)- (j) of Item 4 of Schedule
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13D, except with respect to sales or transfers of a portion of the shares to
certain existing stockholders of the Company.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Eileen Farbman is the beneficial owner of 3,714,062 shares of Class A
Common Stock, representing 20.0% of the total number of shares of Class A Common
Stock outstanding as of August 5, 1996.(1) The 3,714,062 shares include (A)
1,104,687 shares of Class B Common Stock held by Robert Price and Eileen
Farbman, as joint tenants, which shares are convertible at the option of the
holders into shares of Class A Common Stock, (B) 609,375 shares of Class B
Common Stock held by Eileen Farbman and Leo Farbman, as joint tenants, which
shares are convertible at the option of the holders into shares of Class A
Common Stock, (C) 609,375 shares of Class B Common Stock held by Eileen Farbman
and Alexandra Farbman, as joint tenants, which shares are convertible at the
option of the holders into shares of Class A Common Stock, (D) 609,375 shares of
Class B Common Stock held by Eileen Farbman as custodian for Leo Farbman UGTMA
until age 21, which shares are convertible at the option of the holder into
shares of Class A Common Stock and (E) 609,375 shares of Class B Common Stock
held by Eileen Farbman as custodian for Alexandra Farbman UGTMA until age 21,
which shares are convertible at the option of the holder into shares of Class A
Common Stock.
(b) Except as otherwise described herein, the Reporting Person does not
have sole or shared power to vote or to direct the vote of any shares of Class A
Common Stock nor sole or shared power to dispose of or direct the disposition of
any shares of Class A Common Stock.
(c) No transactions in shares of Common Stock have been effected during the
past 60 days by the Reporting Person nor by any other person controlling the
Reporting Person.
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(1) Any security that the Reporting Person has the right to acquire within
60 days is deemed to be outstanding for the purposes of calculating the
Reporting Person's ownership percentage, but is not deemed to be outstanding
for purposes of calculating the ownership percentage of any other reporting
person. According to information provided by the Company, on August 5, 1996,
14,829,674 shares of Class A Common Stock and 15,964,596 shares of Class B
Common Stock were outstanding.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL FILED AS EXHIBITS.
None.
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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
accurate.
Dated: August 15, 1996
/S/ Eileen Farbman
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Eileen Farbman
