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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
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)
STEVEN PRICE
(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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SCHEDULE 13D
CUSIP No. 74 1504104 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Price
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
WITH 3,410,379
8 SHARED VOTING POWER
110,820
9 SOLE DISPOSITIVE POWER
3,410,379
10 SHARED DISPOSITIVE POWER
110,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,521,199 -- 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)
16.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The following information amends, supplements and supersedes Amendment No.
3 to the Schedule 13D filed on April 10, 1997 by Steven Price ("Mr. Price") and
Robert Price, but only with respect to Mr. Price.
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 Mr. Price. Mr. Price's business address is 711
Westchester Avenue, White Plains, New York 10604. Mr. Price is the President and
Chief Executive Officer of the Company. Mr. Price is a citizen of the United
States of America.
Mr. Price is party to a voting agreement (the "Prior Voting Agreement")
dated as of December 28, 1995, as amended on June 24, 1996, among the Company,
Mr. Robert Price, Eileen Farbman, 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 and The Public School Employees' 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. On June 24, 1996, the Prior 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.
Mr. Price disclaims membership in a group with the other parties to the
Prior Voting Agreement and any other shareholders of the Company.
Mr. Price has not, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has Mr.
Price 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. Price and Eileen 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, Mr. Price 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 him and (ii) not to sell or
otherwise transfer any such shares without the prior consent of ACC, with the
exception that he 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 Mr. Price may not solicit, initiate or
encourage any Acquisition Proposal, nor, subject to his 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, Mr. Price has agreed
(subject to certain conditions) that if he sells or otherwise transfers prior to
the first anniversary after the Merger Agreement is terminated any of his Class
A Shares or Class B Shares when an Acquisition Proposal is pending, he will pay
to ACC an amount equal to the excess (if any) of the aggregate consideration
received by Mr. Price pursuant to such transfer over the aggregate amount he
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 5, and a copy of the Voting Agreement is attached hereto as Exhibit 6.
Each such agreement is hereby incorporated herein by reference.
Subject to the provisions of the Voting Agreement, Mr. Price intends to
continue to review his 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, Mr. Price will take
such actions as he may deem appropriate in light of the circumstances existing
from time to time. In this connection, he may, subject to market conditions and
other factors that he may deem relevant, and subject to his 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, Mr. Price 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, Mr. Price is the beneficial owner of 3,521,199
Class A Shares, representing 16.1% of the total number of shares of Class A
Shares outstanding. The 3,521,199 Shares consist of (A) 3,080,537 Class B Shares
owned directly by Mr. Price, which shares are convertible at the option of the
holders on a one-to-one basis into Class A Shares, (B) 30,038 Class A Shares
owned directly by Mr. Price, (C) options to purchase 110,820 Class A Shares held
in custody for his daughter, and (D) options to purchase 250,976 Class A Shares
granted pursuant to the Company's 1994 Stock Option Plan that are currently
exercisable, but does not include options to purchase 48,828 Class A Shares
granted pursuant to the Company's 1994 Stock Option Plan that are not
exercisable within 60 days.
(b) Except as otherwise described herein, Mr. Price 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 Mr.
Price.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In addition to the Voting Agreement and the Prior Voting Agreement, Mr.
Price is 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 to be Filed as Exhibits.
Exhibit 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.)*
Exhibit 2: Amended and Restated Stockholders Agreement, dated May 16,
1994, by and among the Company, Aeneas Venture Corporation
and Spectrum Equity Investors, L.P.*
Exhibit 3: Voting Agreement, dated as of December 28, 1995, by and
among the Company, AT&T Wireless Services, Inc. (formerly
McCaw Cellular Communication, 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 Employees' Retirement System
and certain members of the Price family**
Exhibit 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
Venutre Corporation, Spectrum Equity Investors, L.P., Thomas
H. Lee Equity Fund III, L.P., THL-CCI Investors Limited
Partnership, The Public School Employees' Retirement System
and certain members of the Price family***
Exhibit 5: Agreement and Plan of Merger dated as of March 6, 1998
between PriCellular Corporation and American Cellular
Corporation (schedules omitted).****
Exhibit 6: 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 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.
**** 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
STEVEN PRICE
By: /s/ Steven Price
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