SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(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)
February 28, 1997
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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 .
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).
13D
CUSIP No. 741504 10 4 Page 2 of 9 pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Robert Price
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(2) Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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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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Number of (7) Sole Voting Power 1,167,969
Shares
Beneficially (8) Shared Voting Power 6,050,576
Owned by
Each (9) Sole Dispositive Power 1,167,969
Reporting
Person with (10) Shared Dispositive Power 6,050,576
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,218,545
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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)
27.6%*
*See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No. 741504 10 4 Page 3 of 9 pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Steven Price
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(2) Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
Not applicable.
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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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Number of (7) Sole Voting Power 2,892,295
Shares
Beneficially (8) Shared Voting Power 1,144,843
Owned by
Each (9) Sole Dispositive Power 2,892,295
Reporting
Person with (10) Shared Dispositive Power 1,144,843
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,037,138
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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)
16.2%*
*See response to Item 5 below.
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(14) Type of Reporting Person (See Instructions)
IN
The following information amends and supplements Amendment No. 2 to the
Schedule 13D dated August 15, 1996.
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 Robert Price and Steven Price (the "Reporting
Persons"). Robert Price and Steven Price are parties to a voting agreement
(the "Voting Agreement") dated as of December 28, 1995, as amended on June 24,
1996, among the Company, AT&T Wireless Services, Inc. (formerly McCaw Cellular
Communications, Inc.), Aeneas Venture Corporation, Spectrum Equity Investors,
L.P., Thomas H. Lee Equity Fund III, L.P., THL-CCI Investors Limited
Partnership, The Public School Employes' Retirement System, pursuant to which
each of the parties thereto has agreed to vote for the nominees to the Board
of each of the other parties thereto. The Reporting Persons disclaim
membership in a group with the other parties to the Voting Agreement. On June
24, 1996, the Voting Agreement was amended, among other things, for the
purpose of removing Eileen Farbman (in her individual capacity and as
custodian for Leo Farbman and Alexandra Farbman) as a party thereto. As a
result of this amendment, Eileen Farbman ceased to be a member of a group with
the Reporting Persons.
The business address of Robert Price and Steven Price is 45 Rockefeller
Plaza, New York, NY 10020. Robert Price and Steven Price are employed by the
Company.
None of the Reporting Persons has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any 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.
Each of the Reporting Persons are citizens of the United States of
America.
Item 3. Source and Amount of Consideration
The source of funds used in making the purchases described in
Item 4(a)(i) below was available working capital of Price Communications
Corporation, a Delaware corporation ("Price Communications"). For the
purposes of this Schedule 13D, Robert Price is deemed to beneficially own
any securities held by Price Communications. The aggregate purchase price
was $2,225,136. See Item 4.
Item 4. Purpose of the Transaction
(a) Robert Price
(i) Price Communications Acquisitions
From August 23, 1996 to April 3, 1997, Price Communications
purchased an aggregate of 242,000 shares of Class A Common Stock of the
Company in a series of open market purchases at prices of between $8.52 per
share and $14.59 per share.
(ii) Sales and Gifts
In December 1996, Robert Price transferred an aggregate of 33,000
shares of Class B Common Stock to various entities as gifts. In February
1997, he sold an aggregate of 356,000 shares of Class A Common Stock of
the Company in a series of private transactions at prices of $7.88 per
share and $8.75 per share. Further, in February 1997, he transferred
50,000 shares of Class A Common Stock as a gift.
(b) Steven Price
(i) Sales and Gifts
From August 1996 to February 1997, Steven Price sold an aggregate of
484,000 shares of Class A Common Stock of the Company in a series of open
market and private transactions at prices between $7.88 per share and
$13.50 per share. In December 1996 and February 1996, he further
transferred 80,000 shares of Class B Common Stock as gifts.
Each of the Reporting Persons intends to continue to review their
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, they will take such actions as
they may deem appropriate in light of the circumstances existing from time to
time. In this connection, they may, subject to market conditions and other
factors that they 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. None of the Reporting Persons currently has any
plans or proposals relating to the activities described in paragraphs (a)-(j)
of Item 4 of Schedule 13D, except (i) as set forth in the Voting Agreement and
(ii) with respect to sales or transfers of a portion of the shares to certain
existing stockholders of the Company other than Reporting Persons.
Item 5. Interest in the Securities of the Issuer.
(a)(i) As of April 9, 1997, Robert Price is the beneficial owner of
7,218,545 shares of Class A Common Stock, representing 27.6% of the total
number of shares of Class A Common Stock outstanding. (1) The 7,218,545
shares consist of (A) 425,781 shares of Class B Common Stock owned directly
by Robert Price, which shares are convertible at the option of the holders
on a one-to-one basis into shares of Class A Common Stock, (B) 1,908,250
shares of Class A Common Stock held by Price Communications, (C) warrants
held by Price Communications that are currently exercisable to purchase
1,819,610 shares of Class B Common Stock, which shares are convertible at
the option of the holder on a one-to-one basis into shares of Class A
Common Stock, (D) 1,317,858 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 on a one-to-one basis into shares of Class A
Common Stock, (E) 14,000 shares of Class A Common Stock held by Robert
Price and Eileen Farbman, as joint tenants, (F) 990,858 shares of Class B
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(1) Any security that any Reporting Person has the right to acquire within 60
days is deemed to be outstanding for the purposes of calculating the ownership
percentage of such Reporting Person, but is not deemed to be outstanding for
purposes of calculating the ownership percentage of any other reporting
person. According to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, on January 24, 1997, 20,850,153 shares of Class A
Common Stock and 19,510,736 shares of Class B Common Stock were
outstanding.
Common Stock held by Robert Price and Steven Price, as joint tenants, which
shares are convertible at the option of the holders on a one to one basis
into shares of Class A Common Stock, and (G) options to purchase 742,188
shares of Class A Common Stock granted pursuant to the Company's 1994 Stock
Option Plan that are currently exercisable.
(ii) As of April 9, 1997, Steven Price is the beneficial owner of 4,037,138
shares of Class A Common Stock, representing 16.2% of the total number of
shares of Class A Common Stock outstanding. The 4,037,138 shares consist
of (A) 2,685,109 shares of Class B Common Stock owned directly by Steven
Price, which shares are convertible at the option of the holders on a
one-to-one basis into shares of Class A Common Stock, (B) 990,858 shares of
Class B Common Stock held by Robert Price and Steven Price, as joint
tenants, which shares are convertible at the option of the holders on a
one-to-one basis into shares of Class A Common Stock, (C) 5,038 shares of
Class A Common Stock owned directly by Steven Price, (D) options to
purchase 103,985 shares of Class A Common Stock, (E) 50,000 shares of Class
B Common Stock held in custody for his daughter, which shares are
convertible at the option of the holder on a one-to-one basis into shares
of Class A Common Stock, and (F) options to purchase 202,148 shares of
Class A Common Stock granted pursuant to the Company's 1994 Stock Option
Plan that are currently exercisable, but does not include options to
purchase 97,656 shares of Class A Common Stock granted pursuant to the
Company's 1994 Stock Option Plan that are not exercisable within 60 days.
(b) Except as otherwise described herein, none of the Reporting Persons
has any 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) Except for the transactions described in Item 4 hereof, no
transactions in shares of Common Stock have been effected during the past
60 days by any Reporting Person nor by any other person controlling any
Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In addition to the Voting Agreement, the Reporting Persons are subject
to (a) a stockholders agreement dated as of April 29, 1994 by and among AT&T
Wireless Services, Inc. and the parties named therein, as amended, and to (b)
a stockholders agreement dated as of May 16, 1994 among Aeneas Venture
Corporation, Spectrum Equity Investors, L.P. and the parties named therein, as
amended. Except as referred to or described herein, there are no contracts,
arrangements, understandings or relationships among the persons named in Item
2 or between any of such persons and any other person with respect to any
securities of the Company.
Item 7. Material Filed as Exhibits.
10.1 Stockholders Agreement, dated as of April 29, 1994, by and among
the Company and AT&T Wireless Services, Inc. (formerly McCaw
Cellular Communications, Inc.)*
10.2 Amended and Restated Stockholders Agreement, dated May 16, 1994,
by and among the Company, Aeneas Venture Corporation and Spectrum
Equity Investors, L.P.*
10.3 Voting Agreement, dated as of December 28, 1995, by and among the
Company, AT&T Wireless Services, Inc. (formerly McCaw Cellular
Communications, Inc.), Aeneas Venture Corporation, Spectrum Equity
Investors, L.P., Thomas H. Lee Equity Fund III, L.P., THL-CCI
Investors Limited Partnership, The Public School Employes'
Retirement System and certain members of the Price family**
10.4 Amendment to the Voting Agreement, dated as of June 24, 1996, by
and among the Company, AT&T Wireless Services, Inc. (formerly
McCaw Cellular Communications, Inc.), Aeneas Venture Corporation,
Spectrum Equity Investors, L.P., Thomas H. Lee Equity Fund III,
L.P., THL-CCI Investors Limited Partnership, The Public School
Employes' Retirement System and certain members of the Price
family***
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* Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (Reg. No. 33-85678).
** Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.
*** Incorporated herein by reference to Amendment No. 2 to the Schedule 13D
relating to ownership of the Company's Class A Common Stock filed by
Robert Price and Steven Price on August 15, 1996.
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: April 10, 1997
/s/ Robert Price
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Robert Price
/s/ Steven Price
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Steven Price
