UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Price Communications Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
741437305
(CUSIP Number)
Susan Seo
c/o Atticus Capital L.L.C.
152 West 57th Street, 45th Floor
New York, NY 10019
with a copy to:
Dennis J. Friedman, Esq.
Scott A. Kislin, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 2, 2002
(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 that is the subject of this schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [x]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*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
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1. Name Of Reporting Persons
S.S. Or I.R.S. Identification Nos. of above persons
(entities only).
Timothy R. Barakett
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2. Check The Appropriate Box If a Member of a Group
(See Instructions)
(a)
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(b) X
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3. SEC Use Only
4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization Canada
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Number of 7. Sole Voting Power 10,271,700
Shares Bene- ------------------------------
ficially by 8. Shared Voting Power 0
Owned by Each ------------------------------
Reporting 9. Sole Dispositive Power 10,271,700
Person With -----------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,271,700
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 18.8%
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14. Type of Reporting Person (See Instructions)
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IN
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ITEM 1. SECURITY AND ISSUER
The title and class of equity securities to which this statement
relates is: Common Stock, $0.01 par value per share, of Price
Communications Corporation ("Common Stock").
The name and address of the principal executive offices of the issuer
of such securities (the "Company") is:
Price Communications Corporation
45 Rockefeller Plaza
New York, New York 10020
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Timothy R. Barakett
("Mr. Barakett"). Mr. Barakett's business address is 152 West 57th
Street, 45th Floor, New York, New York 10019. Mr. Barakett is the
Chairman and Chief Executive Officer of Atticus Capital, L.L.C., a
Delaware limited liability company ("Atticus Capital"), and Atticus
Management, Ltd., an international business company organized under
the laws of the British Virgin Islands ("Atticus Management"). Atticus
Capital and Atticus Management, together with certain of their
affiliated entities (collectively, the "Atticus Entities") act as
advisers for various investment funds (the "Funds") and managed
accounts (the "Accounts"). Based on his relationship with the Atticus
Entities, Mr. Barakett is deemed to be a beneficial owner of the
Common Stock owned by the Funds and Accounts for purposes of Section
13(d).
The principal business address of the Atticus Entities is 152 West 57th
Street, 45th Floor, New York, New York 10019.
Mr. Barakett has not, during the last five years, been convicted in a
criminal proceeding. Mr. Barakett has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Mr. Barakett is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Barakett is deemed to beneficially own
10,271,700 shares of Common Stock (the "Shares"). All 10,271,700 Shares
deemed to be owned by Mr. Barakett are held by either the Funds or the
Accounts over which Mr. Barakett has investment discretion. The
aggregate purchase price for all the Shares that Mr. Barakett is
currently deemed to beneficially own is $182,826,234.99. The funds for
the purchase of the Shares held by the Funds or the Accounts
beneficially owned by Mr. Barakett have come from cash on hand of the
Funds or the Accounts.
ITEM 4. PURPOSE OF TRANSACTION
As reflected on Mr. Barakett's Schedule 13G filed with respect to the
Shares on September 10, 2001, as amended on December 26, 2001 and June
5, 2002, the Shares were initially acquired for investment purposes,
and Mr. Barakett intends to continue to evaluate the investment
performance of the Shares.
On October 2, 2002, Mr. Barakett met with Robert Price, President and
Chief Executive Officer of the Company, to discuss the Company's future
prospects and ways of increasing shareholder value. From time to time,
Mr. Barakett and the Atticus Entities may continue to discuss these
matters with the Company and may also contact and consult with other
shareholders of the Company concerning the Company and its future
prospects.
Except as described above, Mr. Barakett has no present plans or
proposals to influence the control of the Company. However, Mr.
Barakett reserves the right to change his plans or intentions at any
time and to take any actions that he may deem appropriate to maximize
the value of the Shares, including, without limitation, (i) the
purchase of additional Shares in the open market, in privately
negotiated transactions or otherwise, (ii) the sale of all or a portion
of the Shares to one or more purchasers in the open market, in
privately negotiated transactions or otherwise, (iii) the initiation of
shareholder proposals, and (iv) seeking to elect individuals to the
Company's board of directors.
Except as set forth above, Mr. Barakett has no plan or proposal which
would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Mr. Barakett is deemed to be the beneficial
owner of 10,271,700 Shares. Based on the Company's most recent filing
on Form 10-Q for the quarterly period ended June 30, 2002, as of July
31, 2002 there were 54,513,301 Shares outstanding. Therefore, Mr.
Barakett may be deemed to beneficially own 18.8% of the outstanding
Shares.
(b) Mr. Barakett has the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that he is deemed to
beneficially own. Although there may be from time to time individual
Funds or Accounts for which more than 5% of the outstanding Shares are
held, they do not have the power to vote, direct the vote, dispose of
or direct the disposition of the Shares that they own and therefore are
not deemed to be beneficial owners of the Shares for purposes of
Section 13(d). Furthermore, Mr. Barakett disclaims beneficial ownership
within the meaning of Rule 16a-1(a)(2) of the Act in the Shares owned
by the Funds and Accounts except to the extent, if any, of his
pecuniary interest therein.
(c) All transactions in the Shares set forth in Exhibit A-1 hereto were
effected during the past sixty days by a Fund or an Account over which
Mr. Barakett has investment discretion in the open market.
(d) Atticus Global Advisors, Ltd., a Fund, whose Shares are
deemed to be beneficially owned by Mr. Barakett, has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, 9.99% of the Shares, and Atticus
International Fund, Ltd., a Fund, whose Shares are deemed to be
beneficially owned by Mr. Barakett, has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, 6.43% of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Mr. Barakett, through his relationship with the Atticus Entities,
manages the Funds and Accounts pursuant to investment management
agreements which authorize the Atticus Entities to acquire and dispose
of securities in their discretion and to exercise the voting authority
of such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A A description of the transactions in the Shares
that were effected by Mr. Barakett during the past
sixty days by a Fund or Account over which Mr.
Barakett has investment discretion is filed herewith
as Exhibit A.
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: October 10, 2002
TIMOTHY R. BARAKETT
/S/ TIMOTHY R. BARAKETT
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