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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Price Communications Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
| 741437305 (CUSIP Number) |
December 31, 2006
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 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 (“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 | 13G | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|||
| Sowood Capital Management LP | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) ¨ | ||||
| (b) ¨ | ||||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
| 0 | ||
| 6 SHARED VOTING POWER | ||
| 4,798,192 | ||
| 7 SOLE DISPOSITIVE POWER | ||
| 0 | ||
| 8 SHARED DISPOSITIVE POWER | ||
| 4,798,192 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 4,798,192 | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 8.5% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| IA | ||||
| Page 3 of 5 Pages |
| Item 1. | (a) |
Name of Issuer | ||||||||||
| Price Communications Corporation | ||||||||||||
| Item 1. | (b) |
Address of Issuer’s Principal Executive Offices | ||||||||||
| 45 Rockefeller Plaza New York, NY 10020 |
||||||||||||
| Item 2. | (a) |
Name of Person Filing | ||||||||||
| This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):
(i) Sowood Capital Management LP |
||||||||||||
| Item 2. | (b) |
Address of Principal Business Office or, if None, Residence | ||||||||||
| Sowood Capital Management LP 500 Boylston Street, 17th Floor Boston, MA 02116 |
||||||||||||
| Item 2. | (c) |
Citizenship | ||||||||||
| See Item 4 of the attached cover pages. | ||||||||||||
| Item 2. | (d) |
Title of Class of Securities | ||||||||||
| Common Stock, par value $0.01 (the “Common Stock”) | ||||||||||||
| Item 2. | (e) |
CUSIP Number | ||||||||||
| 741437305 | ||||||||||||
| Item 3. | ||||||||||||
| Not Applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c). | ||||||||||||
| Page 4 of 5 Pages |
| Item 4. | Ownership | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| See Item 9 of the attached cover pages. | ||||||||||
| (b) | Percent of class: | |||||||||
| See Item 11 on the attached cover pages. | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| See Item 5 of the attached cover pages. | ||||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| See Item 6 of the attached cover pages. | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition: | |||||||||
| See Item 7 of the attached cover pages. | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition: | |||||||||
| See Item 8 of the attached cover pages. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| Not applicable. | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||||||
| Beneficial ownership of the securities held by Sowood Alpha Fund Ltd., a company with limited liability incorporated in the Cayman Islands, and Sowood Alpha Fund LP, a limited partnership formed under Delaware law, has been granted to Sowood Capital Management LP, a limited partnership formed under Delaware law, pursuant to investment management agreements between Sowood Capital Management LP and each of Sowood Alpha Fund Ltd. and Sowood Alpha Fund LP. The shareholders of Sowood Alpha Fund Ltd. and the limited partners in Sowood Alpha Fund LP may receive distributions of amounts including dividends from, or the proceeds from the sale of, the securities.
Of the securities reported herein, 4,166,226 are held for the benefit of Sowood Alpha Fund Ltd. and 631,966 are held for the benefit of Sowood Alpha Fund LP. The general partner of Sowood Alpha Fund LP is Sowood Associates LP, a limited partnership formed under Delaware law. |
||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | |||||||||
| Not Applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| Not Applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not Applicable. | ||||||||||
| Item 10. | Certification | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| Page 5 of 5 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.
Dated: February 14, 2007
| SOWOOD CAPITAL MANAGEMENT LP | ||
| By: | /s/ Megan Kelleher | |
| Name: | Megan Kelleher | |
| Title: | Managing Partner | |