-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k7PIj0Or/5NTCEYoEH7NGhNJFO8z4JJer0jGYnVacRoGGnxH8+n6GRqFwaEMb/1I 80aLlG8+sTeSUT/DNOqpSw== 0000897446-94-000082.txt : 19941220 0000897446-94-000082.hdr.sgml : 19941220 ACCESSION NUMBER: 0000897446-94-000082 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941219 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000355787 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 132991700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34130 FILM NUMBER: 94565298 BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLZ STREET 2: STE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000355787 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 132991700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLZ STREET 2: STE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Price Communications Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 741437305 (CUSIP Number) Peter G. Samuels, Esq. 1585 Broadway New York, New York 10036 (212) 969-3335 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 1994 (Date of Event which Requires Filing of this Statement) 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 schedule because of Rule 13d- 1(b)(3) or (4), check the following box /__/. Check the following box if a fee is being paid with the statement /__/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages(s)) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 741437305 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Price 052241539 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /__/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States _________________________________________________________________ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 1,758,335 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 724,191 10. SHARED DISPOSITIVE POWER 1,034,144 ________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,335 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% 14. TYPE OF REPORTING PERSON IN This Amendment No. 3 amends Items 3, 4 and 5 Item 3. Source and Amount of Funds or Other Consideration Robert Price will supply the funds to acquire the Common Stock reported under Item 5 to be acquired by him. Item 4. Purpose of Transaction The 200,000 shares of Common Stock reported under Item 5 to be acquired by Mr. Price will be acquired as an investment. Mr. Price's rights to acquire another 1,034,144 of such shares are assignable and he may assign the right to acquire all or a portion of such shares. The Reporting Person has no plans or proposals which would result in any transaction enumerated in Items 4(b) through (j). From time to time Mr. Price may acquire or dispose of additional securities of the issuer. Also, as a director of Price Communications Corporation, Mr. Price may participate in decisions relating to the acquisition or disposition of its securities by Price Communications Corporation. Item 5. Interest in Securities of the Issuer (a) Aggregate Number and Percentage of Shares of Common Stock Outstanding Beneficially Owned by Reporting Person As of December 20, 1994, Mr. Price, will beneficially own 1,758,335 shares of Common Stock or 19.6% of the shares outstanding on that date. (b) Number of Shares and Power to Vote Mr. Price currently has the sole power to vote the shares listed under Item 5(a); and the sole power to dispose of 724,191 of the shares listed under Item 5(a). He shares the power to dispose of the remaining 1,034,144 shares. (c) Description of Securities Transactions Mr. Price assigned his rights to acquire 400,000 of the Laifer Shares to the Company and such Shares were acquired by the Company on December 15, 1994. Mr. Price assigned his rights to acquire an additional 100,000 of the Laifer Shares to Sandler Associates ("Sandler"), an unrelated person, for purchase by Sandler on December 19, 1994. Mr. Price agreed to acquire the remaining 200,000 Laifer Shares on December 20, 1994. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in Amendment No. 3 of this statement is true, complete and correct. Date: December 19, 1994 Signature: /s/ Robert Price Robert Price -----END PRIVACY-ENHANCED MESSAGE-----