<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 15, 1996
(Date of earliest event reported)
PRICELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
1-13526 13-3784318
(Commission File Number) (IRS Employer Identification No.)
45 Rockefeller Center, New York, New York 10020
(Address of principal executive offices)
Registrant's Telephone Number, including area code:
(212) 459-0800
<PAGE> 2
ITEM 5. OTHER EVENTS
PriCellular Corporation announced today that its wholly owned
subsidiary, PriCellular Wireless Corporation (the ''Company''), has
begun the private offering of senior notes with estimated net proceeds
to the Company of $135 million. The offering will be used to finance
the Company's previously announced pending acquisitions.
These securities will not be and have not been registered
under the Securities Act of 1993 and may not be offered or sold
absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1993.
<PAGE> 3
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned.
PRICELLULAR CORPORATION
By: /s/ Robert Price
-----------------
Robert Price
President
Dated: October 15, 1996
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Page
20 Press Release of PriCellular Corporation
dated October 15, 1996 4
<PAGE> 1
News Release Contact:
October 15, 1996 Robert Price
(212) 459-0800
PRICELLULAR CORPORATION
BEGINS PRIVATE SALE OF $140 MILLION NOTES
PriCellular Corporation announced today that its wholly owned subsidiary,
PriCellular Wireless Corporation, has begun the private offering of senior
notes with estimated net proceeds to the company of $135 million. The offering
will be used to finance the Company's previously announced pending
acquisitions.
These securities will not be and have not been registered under the Securities
Act of 1933 and may not be offered or sold absent registration or an applicable
exemption from the registration requirements of the Securities Act of 1933.
