SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2004 Price Communications Corporation (Exact Name of Registrant as Specified in Charter) New York 1-8309 13-2991700 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 45 Rockefeller Plaza New York, New York 10020 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 757-5600 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On May 5, 2004, Price Communications Corporation announced that its Board of Directors has declared a 5% stock dividend payable on May 24, 2004, to stockholders of record on May 17, 2004. Attached hereto and incorporated by reference as Exhibit 99.1 is the Press Release announcing such stock dividend. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c)Exhibit 99.1 - Press Release dated May 5, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 7, 2004 PRICE COMMUNICATIONS CORPORATION By: /s/Kim Pressman -------------------------------------- Kim Pressman Executive Vice President and Chief Financial Officer