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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1 -- FINAL)
Under the Securities Exchange Act of 1934
PRICELLULAR CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
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(Title of Class of Securities)
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741504 10 4
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(CUSIP Number)
STEVEN PRICE
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(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
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 25, 1998
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(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 5 Pages
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.
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The following information amends, supplements and supersedes
the Schedule 13D filed on March 16, 1998 by Steven 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
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 Mr. Price. Mr. Price's business
address is 711 Westchester Avenue, White Plains, New York 10604. Mr. Price is
a citizen of the United States of America.
Mr. Price disclaims membership in a group with any other former
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"). 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, Mr. Price ceased to have any beneficial interest in any
securities of the Company.
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 described above, since the effective time of the Merger
on June 25, 1998, Mr. Price has not owned any securities of the issuer.
(b) 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
Prior to the Merger, Mr. Price was a party to certain voting
agreements and shareholders' agreements with respect to the stock of the
Company held by him, all of which agreements were described in or incorporated
by reference in prior filings on Schedule 13D by Mr. Price. However, since the
effective time of the Merger such agreements are no longer in effect with
respect to Mr. Price.
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.
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 7, 1998
STEVEN PRICE
By: /s/ Steven Price
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