-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OTz1zi3Uf9HCzwbOVjqUkam+H9Phkubi0q8Ry5qXyi20z42XZcZfXeAQfoU2vXFi x3e3pvwbpY1mwTT15l8LTw== 0000891554-98-000968.txt : 19980813 0000891554-98-000968.hdr.sgml : 19980813 ACCESSION NUMBER: 0000891554-98-000968 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980812 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME CELLULAR INC CENTRAL INDEX KEY: 0000864890 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 133570672 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41287 FILM NUMBER: 98682908 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PL 3RD FLR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033273620 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAGANO JOSEPH K CENTRAL INDEX KEY: 0000942825 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 7758 CITY: ASPEN STATE: CO ZIP: 81612 BUSINESS PHONE: 9709209339 MAIL ADDRESS: STREET 1: PO BOX 7758 CITY: ASPEN STATE: CO ZIP: 81612 SC 13D/A 1 AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) PRIME CELLULAR, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 741916 (CUSIP Number) Robert J. Mittman Tenzer Greenblatt LLP 405 Lexington Avenue New York, New York 10174 (212) 885-5000 (Name, Address and Telephone Number of Person Authorized to receive Notice and Communications) May 29, 1998 (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 |_|. 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) - ---------- 1 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). Page 1 of 4 Pages SCHEDULE 13D - -------------------------- ---------------------- CUSIP NO. 741916 Page 2 of 4 Pages - -------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOSEPH K. PAGANO - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,441,200 (includes 217,500 shares issuable upon exercise of options) NUMBER OF ----------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,441,200 (includes 217,500 shares issuable upon exercise of options) ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,200 (includes 217,500 shares issuable upon exercise of options) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 4 Pages This Amendment No. 4 amends and supplements the Schedule 13D, as amended and supplemented by Amendments Nos. 1 through 3, inclusive (the "Schedule 13D"), heretofore filed by the Reporting Person with the Securities and Exchange Commission with respect to the Common Stock ("Common Stock") of Prime Cellular, Inc., a Delaware corporation (the "Company"). Except as amended hereby, there has been no change in the information contained in the Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) - (b) According to information supplied to the Reporting Person by the Company there were 6,101,500 shares of Common Stock outstanding on May 29, 1998. As of the date of this Amendment No. 4 the Reporting Person beneficially owned 1,441,200 shares of Common Stock, representing 22.8% (calculated in accordance with the instructions to Schedule 13D) of the issued and outstanding shares of the Common Stock. Said securities consist of (i) 1,223,700 shares owned directly by the Reporting Person; and (ii) 217,500 options to purchase 217,500 shares of Common Stock. The Reporting Person has the sole power to vote and dispose of all of such shares. (c) On May 29, 1998, the Reporting Person received 393,000 shares of Common Stock pursuant to a merger of CMT Acquisition Corp., a wholly owned subsidiary of the Issuer, into Cell & Molecular Technologies, Inc. ("CMT") in exchange for the shares of CMT owned by the Reporting Person. Other than as set forth above, during the last 60 days, the Reporting Person effected no transactions in the shares of Common Stock. (d) The Reporting Person affirms that no person other than the Reporting Person has the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Person. (e) It is inapplicable for the purposes herein to state the date on which the Reporting Person ceased to be the owner of more than five percent of the Common Stock. Page 3 of 4 Pages SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 8, 1998 /s/ Joseph K. Pagano ------------------------------- JOSEPH K. PAGANO Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----