-----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, EAwmA7ASCzJl607Cwkr+IzhUl0R17wRrZC3rlv8tYxiKs2c+hi21d476PqxvToWN 2H7j6aiPFPYzLNr+5RlvZA== 0000890566-97-000286.txt : 19970222 0000890566-97-000286.hdr.sgml : 19970222 ACCESSION NUMBER: 0000890566-97-000286 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000355787 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 132991700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34130 FILM NUMBER: 97537715 BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLZ STREET 2: STE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE PARTNERS CENTRAL INDEX KEY: 0000939318 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133745262 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128276757 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 PRICE COMMUNICATIONS CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 741437305 (CUSIP NUMBER) FIR TREE PARTNERS 1211 Avenue of the Americas 29th Floor New York, New York 10036 Tel. No.: (212) 398-3500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Eliot D. Raffkind, Esq. Akin, Gump, Strauss, Hauer & Feld, LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 (214) 969-2800 February 7, 1997 (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 [ ] The information required in 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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. ================================================================================ CUSIP No. 453235103 13D Page ___ of ___Pages - ------------------------------- -------------------------------- - ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 Fir Tree, Inc. d/b/a Fir Tree Partners - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] 2 (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF, WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 USA - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 0 BENEFICIALLY ------------------------------------------------------ OWNED BY SHARED VOTING POWER EACH REPORTING 8 0 PERSON WITH ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 0 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 0 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO, IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed on behalf of Fir Tree, Inc., a New York Corporation, doing business as Fir Tree Partners ("Fir Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum"), the sole shareholder, executive officer, director, and principal of Fir Tree Partners, as an amendment to the initial statement on Schedule 13D, relating to shares of Common Stock of Price Communications Corporation (the "Issuer"), as filed with the Securities and Exchange Commission (the "Commission") on September 14, 1995 and amended by Amendment No. 1 to Schedule 13D filed with the Commission on October 18, 1995. This Amendment No. 2 relates to shares of Common Stock of the Issuer sold by Fir Tree Partners to the Issuer for the account of (i) Fir Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir Tree Institutional"), of which Mr. Tannenbaum is a member of the general partner, and (iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which Mr. Tannenbaum acts as investment advisor. ITEM 1. SECURITY AND ISSUER Securities disposed: Shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") Issuer: Price Communications Corporation 45 Rockefeller Plaza, Suite 3201 New York, NY 10020 Tel. No. (212) 757-5600 ITEM 2. IDENTITY AND BACKGROUND Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners, provides investment management services to private individuals and institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Mr. Tannenbaum is the sole shareholder, executive officer, director and principal of Fir Tree Partners. Mr. Tannenbaum's principal occupation is investment management and he is a United States citizen. His business address is Fir Tree Partners, 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Neither Fir Tree Partners nor Mr. Tannenbaum has been convicted in a criminal proceeding during the last five years. Neither Fir Tree Partners nor Mr. Tannenbaum is and during the past five years was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof, subject to any 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 FUNDS Pursuant to a letter agreement, dated February 7, 1997, Fir Tree Partners sold (i) 868,579 shares of Common Stock through Fir Tree Value Fund for $9,120,079.50, (ii) 99,410 shares of Common Stock through Fir Tree Institutional for $1,043,805.00 and (iii) 45,205 shares of Common Stock through Fir Tree LDC for $474,652.50, for a total sale price of $10,638,537.00. Between November 1, 1995 and June 13, 1996, Fir Tree Partners invested (i) $758,301 in shares of Common Stock through Fir Tree Value Fund for a total investment of $4,589,619 for Fir Tree Value Fund, (ii) $72,875 in shares of Common Stock through Fir Tree Institutional for a total investment of $72,875 for Fir Tree Institutional and (iii) $73,355 in shares of Common Stock through Fir Tree LDC for a total investment of $994,808 for Fir Tree LDC. ITEM 4. PURPOSE OF THE TRANSACTION Fir Tree Partners and Mr. Tannenbaum acquired all shares of Common Stock for portfolio investment purposes and disposed of all such shares of Common Stock on February 7, 1997. Fir Tree Partners and Mr. Tannenbaum reserve the right to acquire, or dispose of, additional securities of the Issuer or any of its securities, in the ordinary course of business, to the extent deemed advisable in light of its general investment and trading policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Fir Tree Partners is the beneficial owner of no shares of Common Stock or 0.0% of the shares outstanding. (b) Fir Tree Partners had the sole power to vote and dispose of the shares of Common stock beneficially held by Fir Tree Value Fund, Fir Tree LDC and Fir Tree Institutional. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to a letter agreement, dated February 7, 1997, between Fir Tree Partners and Price Communications Corporation, Fir Tree Partners sold (i) 868,579 shares of Common Stock through Fir Tree Value Fund for $9,120,079.50, (ii) 99,410 shares of Common Stock through Fir Tree Institutional for $1,043,805.00 and (iii) 45,205 shares of Common Stock through Fir Tree LDC for $474,652.50, for a total sale price of $10,638,537.00. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A - Letter Agreement, dated February 7, 1997, between Fir Tree Partners and Price Communications Corporation. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 18, 1997 Fir Tree, Inc. d/b/a Fir Tree Partners /s/ JEFFREY TANNENBAUM By: JEFFREY TANNENBAUM, President /s/ JEFFREY TANNENBAUM Jeffrey Tannenbaum EXHIBIT A FIR TREE PARTNERS February 7, 1997 Mr. Robert Price Price Communications Corporation 45 Rockefeller Center Suite 3201 New York, New York 10020 Dear Bob: Pursuant to our agreement on Thursday, February 6, 1997, this is written confirmation of our agreement to sell and Price Communication's agreement to buy from us 1,013,194 shares of Price Communications Corporation (Ticket: PR) at a price of $10.50 per share for a total of $10,638,537.00. The shares will be sold by the entities listed below. Please note that 504,549 shares were purchased more than two years ago, and that the remaining balance of 508,645 were purchased within the past two years. 868,579 Fir Tree Value Fund, L.P. 99,410 Fir Tree Institutional Value Fund, L.P. 45,205 Fir Tree Value Partners LDC II ------- 1,013,194 Please issue checks as follows: $9,120,079.50 Fir Tree Value Fund, L.P. (034-21700) 1,043,805.00 Fir Tree Institutional Value Fund, L.P. (045-21703) 474,652.50 Fir Tree Value Partners LDC II (037-21716) ------------ $10,638.537.00 Total Please sign below to confirm you understanding of this agreement and fax it back to me at (212) 575-5576. Please call me at (212) 398-3500 if you have any questions. Sincerely, /s/ JEFFREY TANNENBAUM Jeffrey Tannenbaum Accepted by: /S/ ROBERT PRICE Robert Price, CEO, Price Communications Corporations -----END PRIVACY-ENHANCED MESSAGE-----