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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. 3 -- FINAL)
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)
June 25, 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 5
SCHEDULE 13D
CUSIP No. 74 1504104 Page 2 of 5 Pages
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.
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
IN
Page 2 of 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The following information amends, supplements and supersedes Amendment No.
2 to the Schedule 13D filed on March 16, 1998 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 American
Cellular Corporation, the successor by merger to the Company, are located at
1336 Basswood, Suite F, Schaumburg, Illinois 60173.
Item 2. Identity and Background
This statement is filed by Mrs. Farbman. Mrs. Farbman's business address is
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"). On June 25, pursuant to the Merger Agreement, ACC merged with and
into the Company, with the Company being the surviving corporation of such
merger (the "Merger"). The surviving corporation then changed its name to
"American Cellular Corporation." At the Effective Time 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, of the Company was 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 was 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 was
convertible at such time in connection with a change of control. Therefore, upon
the effective time of the Merger, Mrs. Farbman ceased to have any beneficial
interest in any securities of the Company.
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.
Page 3 of 5
Item 5. Interest in the Securities of the Issuer
(a) As described above, since the effective time of the Merger on June 25,
1998, Mrs. Farbman has not owned any securities of the issuer.
(b) 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
None.
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).*
* Incorporated herein by reference to the Company's Report on Form 8K filed
on March 9, 1998.
Page 4 of 5
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: July 10, 1998
EILEEN FARBMAN
By: /s/ Eileen Farbman
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