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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 15, 1998
PRICELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 1-13526 22-3043811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
711 Westchester Avenue 10604
White Plains, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (914) 422-0800
170 East Post Road, White Plains, New York 10601
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(Former name or former address, if changed since last report.
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Item 2. Acquisition or Disposition of Assets
On January 15, 1998, PriCellular Corporation and its wholly-owned
subsidiary Kyle Cellular Corporation ("Kyle") acquired substantially all of the
assets, together with certain liabilities, relating to the non-wireline
cellular telephone system serving the Tennessee 4 RSA ("TN-04") from Tennessee
04 Partners, L.P., a Delaware limited partnership. The purchase price of
approximately $73 million (subject to customary post-closing adjustments) was
paid in cash. The purchased assets included the FCC license granted with
respect to TN-04, as well as substantially all of the switching, cell site,
telecommunications and similar equipment of the seller used principally in
connection with the provision of cellular mobile telephone service in TN-04.
In connection with the transaction, Kyle entered into a Credit
Agreement with Morgan Guaranty Trust Company of New York (as Administrative
Agent and Lender), which provides for a credit facility of up to
$60,000,000 to finance the asset purchase, make certain capital
expenditures, and for other general corporate purposes of Kyle.
SIGNATURE
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 hereunto duly authorized.
PRICELLULAR CORPORATION
By: /s/ Steven Price
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Name: Steven Price
Title: President
January 27, 1998
