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PRICELLULAR SELLING NOTES TO INSTITUTIONAL INVESTOR

NEW YORK-PriCellular Corp. announced it entered into an agreement to sell about $60 million aggregate principal amount of PriCellular’s senior subordinated convertible discount notes to an institutional investor at an issue price of about $35 million.

In addition, PriCellular’s wholly owned subsidiary, PriCellular Wireless Corp., recently filed a registration statement with the Securities and Exchange Commission to make a public offering of senior subordinated discount notes that could bring the company $115 million in net proceeds.

Proceeds will be used partially to finance the company’s acquisition of seven cellular systems, the Parkersburg, W.V./Marietta, Ohio, metropolitan statistical area, Ohio 7 rural service area, Ohio 9 and Ohio 10 RSAs, Michigan 2 RSA, Alabama 4 RSA and New York 5 RSA. When all transactions are completed, PriCellular’s properties will cover 3.5 million pops, the company said.

PriCellular Wireless has been acquiring existing cellular licenses since April of 1994, primarily small MSAs and strategically located RSAs. McCaw Cellular Communications Inc. owns 17 percent of PriCellular Corp.

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