UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) November 10, 2004
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Price Communications Corporation
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(Exact name of registrant as specified in its charter)
New York 1-8309 13-2991700
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45 Rockefeller Plaza, New York, New York 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 757-5600
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
A copy of the press release issued by Price Communications Corporation on
November 10, 2004, announcing its earnings for the quarter and nine months ended
September 30, 2004, is included herewith as Exhibit 99.1 and is incorporated
herein by reference. The information included in this Current Report on Form 8-K
(including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act
of 1933, as amended. The information contained herein and in the accompanying
exhibit shall not be incorporated by reference into any filing of the
Registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated by
specific reference into such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following documents are included as exhibits to this
report:
99.1 Press release issued November 10, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
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(Registrant)
November 10, 2004 /s/ Kim I. Pressman
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Date Kim I. Pressman
Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
99.1 Press release issued November 10, 2004.