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As filed with the Securities and Exchange Commission on February 11, 1997.
Registration No. 33-80546
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORECOMM INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 13-3927257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 East 59th Street
New York, NY 10022
(212) 223-4963
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Richard J. Lubasch, Esq.
Senior Vice President-
General Counsel and Secretary
CoreComm Incorporated
110 East 59th Street
New York, NY 10022
(212) 223-4963
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas H. Kennedy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
(212) 735-3000
Approximate date of commencement of proposed distribution to the public:
From time to time after the effective date of this Registration Statement as the
Registrant shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by Cellular Communications of Puerto Rico, Inc., a Delaware corporation
(the "Company"), of a holding company form of organizational structure. The
holding company organizational structure was implemented by the merger (the
"Merger") of CoreCom Sub Inc., a Delaware corporation, with and into the
Company, which was the surviving corporation, in accordance with Section 251(g)
of the Delaware General Corporation Law. In the Merger, which was consummated at
8:30 a.m., local time, on January 31, 1997 (the "Effective Time"), each share of
capital stock of the Company issued and outstanding or held in its treasury was
converted into one share of capital stock of CoreComm Incorporated, a Delaware
corporation (the "Registrant"). The Registrant became the holding company for
the Company's operating subsidiaries and the Company became a direct wholly-
owned subsidiary of the Registrant.
In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this registration statement of the Company as its own
for all purposes of the Securities Act and the Securities Exchange Act of 1934,
as amended.
The registration fees were paid at the time of the original filing of
this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 11th day of February, 1997.
CORECOMM INCORPORATED
By: /s/ Richard J. Lubasch
Senior Vice President-General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed below by the
following persons in the capacities indicated, on this 11th day of
February, 1997.
Name and Signature Title
* Chief Executive Officer, Treasurer
George S. Blumenthal and Director (Principal Executive Officer)
* President and Director (Principal Operating
J. Barclay Knapp and Financial Officer)
/s/ Richard J. Lubasch Senior Vice President-General Counsel
Richard J. Lubasch and Secretary
* Vice President-Controller
Gregg Gorelick (Principal Accounting Officer)
* Director
Sidney R. Knafel
* Director
Ted H. McCourtney
* Director
Del Mintz
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* Director
Alan J. Patricof
* Director
Warren Potash
*By: /s/ Richard J. Lubasch
Richard J. Lubasch
Senior Vice President-General Counsel
and Secretary, as attorney-in-fact for the persons
named above
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