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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 31, 1997
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CORECOMM INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19869 13-3927257
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 223-4963
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Cellular Communications of Puerto Rico, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On January 31, 1997, the Company announced the completion of the private
placement of $200 million of 10% Senior Subordinated Notes due 2007 (the
"Notes") by its wholly-owned operating subsidiary, CCPR Services, Inc.
The restructuring that had previously been announced was also completed,
under which CoreComm Incorporated became a holding company for CCPR. As a
result each share of the CCPR's common stock automatically became a share of
CoreComm common stock on a one for one basis. The CoreComm common stock has the
same rights and powers as CCPR's common stock. On Monday, February 3, 1997,
CoreComm will commence trading on the Nasdaq National Market under the ticker
symbol "COMM". There is no need to exchange CCPR share certificates for new
CoreComm share certificates.
The restructured companies intend to pursue business opportunities both
inside and outside of Puerto Rico and the U.S. Virgin Islands.
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
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Exhibits
99(a) Press Release issued January 31, 1997.
99(b) Letter to the Company's shareholders dated January 31, 1997
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SIGNATURES
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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.
CORECOMM INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
& Secretary
Dated: January 31, 1997
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EXHIBIT INDEX
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Exhibit Page
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99(a) Press Release issued January 31, 1997.
99(b) Letter to the Company's shareholders dated
January 31, 1997
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EXHIBIT 99(a)
CORECOMM INCORPORATED CELLULAR COMMUNICATIONS
OF PUERTO RICO, INC.
110 East 59/th/ Street Phone: (212)223-4963
26/th/ Floor Fax: (212)752-1157
New York, New York 10022
For Immediate Release
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
CLOSES DEBT OFFERING BY ITS SUBSIDIARY;
CORECOMM RESTRUCTURING COMPLETED
New York, New York (January 31, 1997). Cellular Communications of Puerto
Rico, Inc. (Nasdaq: CCPR) announced today the completion of the private
placement of $200 million of 10% Senior Subordinated Notes due 2007 (the
"Notes") by its wholly-owned operating subsidiary, CCPR Services, Inc.
The restructuring that had previously been announced was also completed,
under which CoreComm Incorporated became a holding company for CCPR. As a
result each share of CCPR's common stock automatically became a share of
CoreComm common stock on a one for one basis. The CoreComm common stock has the
same rights and powers as CCPR's common stock. On Monday, February 3, 1997,
CoreComm will commence trading on the Nasdaq National Market under the ticker
symbol "COMM". There is no need to exchange CCPR share certificates for new
CoreComm share certificates.
The restructured companies intend to pursue business opportunities both
inside and outside of Puerto Rico and the U.S. Virgin Islands.
The Notes have not 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 were 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
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Development or Richard J. Lubasch, Senior Vice President-General Counsel, at
(212)223-4963.
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EXHIBIT 99(b)
[LOGO OF CORECOMM INCORPORATED] CELLULAR COMMUNICATIONS
OF PUERTO RICO,INC.
January 31, 1997
Dear Stockholder:
We have today completed the previously announced corporate restructuring of
Cellular Communications of Puerto Rico, Inc. (CCPR), and each share of CCPR you
hold is now a share of CoreComm Incorporated (CoreComm), the new corporate
entity created in that restructuring. CoreComm shares will trade on the Nasdaq
National Market using the symbol "COMM" (cusip number 21868N 10 6). Since the
restructuring was accomplished in a nontaxable transaction under section 251(g)
of the Delaware General Corporation Law, your shares in CoreComm have the same
rights as they had when they were shares in CCPR. THERE IS NO NEED TO EXCHANGE
YOUR CCPR SHARE CERTIFICATES FOR NEW CORECOMM SHARE CERTIFICATES.
As a result of the restructuring, CoreComm is now the parent holding company
of CCPR. CCPR Services, Inc. (Services), a CCPR subsidiary, is the operating
company for our present businesses in Puerto Rico and the U.S. Virgin Islands.
At the same time as the restructuring, Services issued $200 million of 10%
Senior Subordinated Notes due 2007, and prepaid all amounts outstanding under an
existing revolving credit agreement. With $80 million from the proceeds of the
issuance of the Notes, Services acquired from CCPR 21% of the interest held by
CCPR in the San Juan Cellular Telephone Company, the partnership that holds the
licenses to provide cellular service in the San Juan and Caguas regions of
Puerto Rico. This acquisition payment was then distributed to CoreComm.
As we announced in May and August 1996, the Board of Directors of CCPR has
been examining various alternatives to increase stockholder value. The Board
determined after review that the restructuring was the best means available to
CCPR to accomplish this goal, while furthering long-term growth prospects.
We believe that with this new holding company structure, we have greater
flexibility to pursue business opportunities both inside and outside of our
present markets. With this new flexibility we can now pursue opportunities
within our traditional businesses as well as in new businesses.
Very truly yours,
/s/ George S. Blumenthal
George S. Blumenthal
Chairman of the Board
[BOTTOM PART OF LETTERHEAD OF CORECOMM]
