-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcnN714UM7KmsSthNPQhTUaZdfA1lciIhdLaZhbVGw8jrAT8vlE4R/fz8hJdxq9Z 8aZmsWjpIWrrZyAuo+sJjw== 0000940180-97-000070.txt : 19970130 0000940180-97-000070.hdr.sgml : 19970130 ACCESSION NUMBER: 0000940180-97-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS OF PUERTO RICO INC CENTRAL INDEX KEY: 0000881817 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133517074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-44420 FILM NUMBER: 97512995 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 FORM 8-K 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) JANUARY 28, 1997 ---------------- CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-19869 13-3517074 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 110 East 59th Street, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (212) 355-3466 -------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. - ------ ------------ On January 15, 1997, the Company announced the pricing terms of the private placement of Senior Subordinated Notes due 2007 (the "Notes") by its wholly- owned operating subsidiary, CCPR Services, Inc. ("Services"). The coupon on the Notes will be 10% and Services expects to raise gross proceeds of approximately $200 million. The Company and Services expect to complete the sale of the Notes and the corporate restructuring announced earlier by the Company on or about January 31,1997. As previously announced by the Company, the name of the new holding company that will be formed in the corporate restructuring will be "CoreComm Incorporated". On the completion date each share of the Company's common stock will automatically become a share of CoreComm common stock on a one for one basis. The CoreComm common stock will have the same rights and powers as the Company common stock. It is anticipated that on February 3, 1997 CoreComm will commence trading on the Nasdaq National Market under the ticker symbol "COMM". The restructured companies intend to pursue business opportunities both inside and outside of Puerto Rico and the U.S. Virgin Islands. When sold, the Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes will be offered and sold within the United States under Rule 144A only to "qualified institutional buyers" and to a limited number of institutional "accredited investors" that make certain representations and agreements and outside the United States in accordance with Regulation S under the Securities Act. A copy of the press release issued by the Company announcing the above is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits - ------ --------------------------------- Exhibits 99 Press Release issued January 28, 1997. 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 thereunto duly authorized. CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. (Registrant) By: /s/ Richard J. Lubasch -------------------------------------------- Name: Richard J. Lubasch Title: Senior Vice President-General Counsel & Secretary Dated: January 28, 1997 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 thereunto duly authorized. CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. (Registrant) By: --------------------------------------------- Name: Richard J. Lubasch Title: Senior Vice President-General Counsel & Secretary Dated: January 28, 1997 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99 Press Release issued on January 28, 1997. EX-99 2 PRESS RELEASE ISSUED JANUARY 28, 1997 EXHIBIT 99.1 [LETTERHEAD OF CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.] FOR IMMEDIATE RELEASE CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. ANNOUNCES PRICING TERMS FOR DEBT OFFERING BY ITS SUBSIDIARY New York, New York (January 28, 1997) Cellular Communications of Puerto Rico, Inc. (Nasdaq: CCPR) (the "Company") announced today the pricing terms of the private placement of Senior Subordinated Notes due 2007 (the "Notes") by its wholly-owned operating subsidiary, CCPR Services, Inc. ("Services"). The coupon on the Notes will be 10% and Services expects to raise gross proceeds of approximately $200 million. The Company and Services expect to complete the sale of the Notes and the corporate restructuring announced earlier by the Company on or about January 31,1997. As previously announced by the Company, the name of the new holding company that will be formed in the corporate restructuring will be "CoreComm Incorporated". On the completion date each share of the Company's common stock will automatically become a share of CoreComm common stock on a one for one basis. The CoreComm common stock will have the same rights and powers as the Company common stock. It is anticipated that on February 3, 1997 CoreComm will commence trading on the Nasdaq National Market under the ticker symbol "COMM". The restructured companies intend to pursue business opportunities both inside and outside of Puerto Rico and the U.S. Virgin Islands. When sold, the Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes will be offered and sold within the United States under Rule 144A only to "qualified institutional buyers" and to a limited number of institutional "accredited investors" that make certain representations and agreements and outside the United States in accordance with Regulation S under the Securities Act. ***** For further information contact: Stanton N. Williams, Director-Corporate ------------------------------- Development or Richard J. Lubasch, Senior Vice President-General Counsel, at (212)355-3466. -----END PRIVACY-ENHANCED MESSAGE-----