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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRICELLULAR CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
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741504 10 4
(CUSIP Number)
EILEEN FARBMAN
(Name of Persons Filing Statement)
Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel No.: (212) 450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 6, 1998
(Date of Event which Requires Filing of this Statement)
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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 statement because of Rule 13d-1(b)(3) or (4), check the following: |_|
Check the following box if a fee is being paid with this statement: |_|
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Page 1 of 6
SCHEDULE 13D
CUSIP No. 74 1504104 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eileen Farbman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |x|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 653,772
WITH
8 SHARED VOTING POWER
3,060,872
9 SOLE DISPOSITIVE POWER
653,772
10 SHARED DISPOSITIVE POWER
3,060,872
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,714,644 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
The following information amends, supplements and supersedes Amendment No.
1 to the Schedule 13D filed on August 15, 1996 by Eileen Farbman ("Mrs.
Farbman").
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 711 Westchester Avenue, White Plains, New York 10604.
Item 2. Identity and Background
This statement is filed by Mrs. Farbman. Mrs. Farbman's residence is c/o
PriCellular Corporation, 711 Westchester Avenue, White Plains, New York 10604.
Mrs. Farbman is a citizen of the United States of America.
On June 24, 1996, a voting agreement among certain stockholders of the
Company was amended, among other things, for the purpose of removing Mrs.
Farbman (in her individual capacity and as custodian for Leo Farbman and
Alexandra Farbman) as a party thereto. As a result of this amendment, Mrs.
Farbman ceased to be a member of a group with Robert Price and Steven Price.
Mrs. Farbman previously filed her Schedule 13D as a member of such group. Mrs.
Farbman disclaims membership in any group.
Mrs. Farbman has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has Mrs. Farbman 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.
Item 3. Source and Amount of Consideration
Not applicable.
Item 4. Purpose of the Transaction
On March 6, 1998, the Company and American Cellular Corporation, a Delaware
corporation ("ACC"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, ACC will be merged with and into the Company, with
the Company being the surviving corporation of such merger (the "Merger"). At
the Effective Time (as defined in the Merger Agreement) of the Merger, each
issued and outstanding share of Class A Common Stock, par value $0.01 per share
of the Company (the "Class A Shares"), and Class B Common Stock, par value $0.01
per share (the"Class B Shares"), of the Company will in each case be converted
into the right to receive $14.00 in cash, without interest (the "Merger
Consideration"), and each issued and outstanding share of Series A Cumulative
Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred
Stock"), of the Company will be converted into the right to receive the product
of the Merger Consideration and the number of Class A Shares into which each
such share of Series A Preferred Stock is convertible at such time in connection
with a change of control. The consummation of the Merger is subject to certain
conditions, including adoption and approval of the Merger and the Merger
Agreement by the stockholders of the Company, and receipt of all required
regulatory consents or approvals.
The Merger Agreement may be terminated by either the Company or ACC under
certain circumstances, including (i) by the Company, upon payment of certain
fees to ACC, if the Directors of the Company, in good faith based upon the
advice of counsel, shall have withdrawn or modified in a manner adverse to ACC
their approval or recommendation of the Merger Agreement, or shall have resolved
to do so, in order to permit the Company to execute a definitive agreement in
connection with an Acquisition Proposal (as defined in the Merger Agreement);
(ii) by either the Company or ACC if the Merger has not been consummated before
the earlier of (x) the termination of certain debt financing commitments if the
High Yield Financing (as defined in the Merger Agreement) has not been
consummated prior thereto, (y) if the proceeds of any High Yield Financing cease
to be held in escrow and (z) March 6, 1999; (iii) by the Company or ACC if the
approval of the Merger by the stockholders of the Company is not obtained at the
stockholders' meeting; and (iv) by the Company if equity capital in an amount
equal to at least $25 million shall not have been contributed to ACC within 30
days of the date of the Merger Agreement.
In connection with the execution of the Merger Agreement, AT&T Wireless,
Inc., The Thomas H. Lee Company, Mr. Steven Price and Mrs. Farbman
(collectively, the "Principal Shareholders") entered into a Voting Agreement
with ACC. Pursuant to the Voting Agreement, the Principal Shareholders, the
beneficial owners of approximately 39% of the outstanding Common Stock and
Preferred Stock of the Company (or 57% of the fully diluted voting power of the
Company), agreed to vote their shares in favor of the approval and adoption of
the Merger Agreement. The Voting Agreement will terminate upon termination of
the Merger Agreement.
Under the terms of the Voting Agreement, Mrs. Farbman has agreed (i) not to
grant any proxies or enter into any other agreement relating to the voting of
any of the Class A Shares or Class B Shares owned by her and (ii) not to sell or
otherwise transfer any such shares without the prior consent of ACC, with the
exception that she may sell up to 150,000 shares in open market transactions
(subject to a right of first refusal by ACC with respect to such shares). The
Voting Agreement also provides that Mrs. Farbman may not solicit, initiate or
encourage any Acquisition Proposal, nor, subject to her fiduciary duties, engage
in discussions or negotiations with any person who has made or is considering
making any such proposal.
In addition, pursuant to the Voting Agreement, Mrs. Farbman has agreed
(subject to certain conditions) that if she sells or otherwise transfers prior
to the first anniversary after the Merger Agreement is terminated any of her
Class A Shares or Class B Shares when an Acquisition Proposal is pending, she
will pay to ACC an amount equal to the excess (if any) of the aggregate
consideration received by Mrs. Farbman pursuant to such transfer over the
aggregate amount she would have received pursuant to the Merger Agreement if the
Merger had been consummated.
These summaries of the Merger Agreement and the Voting Agreement are
qualified in their entirety by reference to the Merger Agreement and the Voting
Agreement, respectively. A copy of the Merger Agreement is attached hereto as
Exhibit 1, and a copy of the Voting Agreement is attached hereto as Exhibit 2.
Each such agreement is hereby incorporated herein by reference.
Subject to the provisions of the Voting Agreement, Mrs. Farbman intends to
continue 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, Mrs. Farbman will take
such actions as she may deem appropriate in light of the circumstances existing
from time to time. In this connection, she may, subject to market conditions and
other factors that she may deem relevant, and subject to her obligations under
the Voting Agreement, (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.
Except as set forth above and in the Voting Agreement, Mrs. Farbman does
not currently have any plans or proposals relating to the activities described
in paragraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer
(a) As of March 6, 1998, Mrs. Farbman is the beneficial owner of 3,714,644
Class A Shares, representing 17.0% of the total number of Class A Shares
outstanding. The 3,714,644 Shares consist of (A) 652,772 Class B Shares owned
directly by Mrs. Farbman, which shares are convertible at the option of the
holders on a one-to-one basis into Class A Shares, (B) 1,000 Class A Shares
owned directly by Mrs. Farbman, (C) 14,000 Class A Shares held by Robert Price
and Mrs. Farbman, as joint tenants, (D) 761,718 Class B Shares held by Mrs.
Farbman and Leo Farbman, as joint tenants, which shares are convertible at the
option of the holders on a one-to-one basis into Class A Shares, (E) 761,718
Class B Shares held by Mrs. Farbman and Alexandra Farbman, as joint tenants,
which shares are convertible at the option of the holders on a one-to-one basis
into Class A Shares, (F) 761,718 Class B Shares held by Mrs. Farbman as
custodian for Leo Farbman UGTMA until age 21, which shares are convertible at
the option of the holder on a one-to-one basis into Class A Shares, and (G)
761,718 Class B Shares held by Mrs. Farbman as custodian for Alexandra Farbman
UGTMA until 21, which shares are convertible at the option of the holder on a
one-to-one basis into Class A Shares.
(b) Except as otherwise described herein, Mrs. Farbman does not have 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 Mrs.
Farbman.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except for the Voting Agreement described in Item 4, 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 to be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger dated as of March 6, 1998
between PriCellular Corporation and American Cellular
Corporation (schedules omitted).*
Exhibit 2: Voting Agreement dated as of March 6, 1998 among American
Cellular Corporation, PriCellular Corporation and the
shareholders party thereto.*
* Incorporated herein by reference to the Company's Report on Form 8K filed
on March 9, 1998.
SIGNATURES
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.
Date: March 16, 1998
EILEEN FARBMAN
By: /s/ Eileen Farbman
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