SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) SEPTEMBER 1, 1998
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CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
(formerly named 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) 906-8485
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CORECOMM INCORPORATED
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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 September 2, 1998, CoreComm Incorporated (the "Company" or "Old
CoreComm") conducted a distribution to its shareholders of all the common stock
of its wholly owned subsidiary, CoreComm Limited, a Bermuda company ("Newco").
On that date Newco traded on the Nasdaq National Market on a when issued basis
under the symbol "COMFV". On September 3, 1998, Newco commenced trading under
its permanent symbol "COMMF".
In addition, on September 1, 1998, the Company changed its name to
"Cellular Communications of Puerto Rico, Inc." Beginning September 2, 1998, the
renamed entity commenced trading on the Nasdaq National Market under the symbol
"CLPR". On September 3, 1998, the Company changed its symbol to "CLRP" and
commenced trading ex-dividend.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release, dated September 1, 1998
99.2 Press release, dated September 2, 1998
99.3 Certificate of Ownership and Merger, filed with the Secretary of State
of the State of Delaware on September 1, 1998, merging Cellular
Communications of Puerto Rico, Inc. with and into CoreComm
Incorporated under the name of Cellular Communications of Puerto Rico,
Inc.
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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.
CELLULAR COMMUNICATIONS
OF PUERTO RICO, INC.
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
and Secretary
Dated: September 4, 1998
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, dated September 1, 1998
99.2 Press release, dated September 2, 1998
99.3 Certificate of Ownership and Merger, filed with the
Secretary of State of the State of Delaware on
September 1, 1998, merging Cellular Communications
of Puerto Rico, Inc. with and into CoreComm Incorporated
under the name of Cellular Communications of Puerto Rico,
Inc.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CORECOMM INCORPORATED ANNOUNCES
SEPTEMBER 2, 1998 DISTRIBUTION OF CORECOMM
LIMITED TO SHAREHOLDERS
AND NAME CHANGE
New York, New York (September 1, 1998) - CoreComm Incorporated (the
"Company" or "Old CoreComm") announced that tomorrow, Wednesday, September 2,
1998, it will conduct the previously announced distribution to shareholders of
all the common stock of its wholly owned subsidiary, CoreComm Limited, a Bermuda
company ("Newco"). On that date Newco will trade on the Nasdaq National Market
on a when issued basis under the symbol "COMFV". Beginning Thursday, September
3, 1998, Newco will trade under its permanent symbol "COMMF".
The Company also announced that effective today Old CoreComm has changed
its name to "Cellular Communications of Puerto Rico, Inc." Beginning September
2, 1998, the renamed entity will trade on the Nasdaq National Market under the
symbol "CLPR", but will not trade ex-dividend until the following day, September
3, 1998.
*****
For further information contact: Richard J. Lubasch, Senior Vice President
- - General Counsel or Jeffrey G. Wyman, Assistant General Counsel, both at
(212)906-8440.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
(FORMERLY CORECOMM INCORPORATED)
ANNOUNCES SEPTEMBER 3, 1998
SYMBOL CHANGE
New York, New York (September 2, 1998) - Cellular Communications of Puerto
Rico, Inc. (formerly CoreComm Incorporated) (the "Company") will be changing its
trading symbol to "CLRP" as a result of the discovery today by the Nasdaq Stock
Market, Inc. of a conflicting symbol (despite Nasdaq's prior clearance of the
symbol that is being replaced). The new symbol replaces the Company's current
symbol, "CLPR". This change will be effective beginning tomorrow, September 3,
1998.
*****
For further information contact: Richard J. Lubasch, Senior Vice President
- - General Counsel or Jeffrey G. Wyman, Assistant General Counsel, both at (212)
906-8440.
EXHIBIT 99.3
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
INTO
CORECOMM INCORPORATED
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Pursuant to Sections 103 and 253 of the
General Corporation Law of the State of Delaware
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CoreComm Incorporated, a Delaware corporation (the "Corporation"), does
hereby certify:
FIRST: The Corporation is incorporated pursuant to the General Corporation
Law of the State of Delaware.
SECOND: The Corporation owns 100% of the outstanding shares of each class
of the capital stock of Cellular Communications of Puerto Rico, Inc., a Delaware
corporation (the "Subsidiary").
THIRD: The Board of Directors of the Corporation, by resolutions duly
adopted at a meeting held on July 21, 1998 (true and correct copies of which are
attached hereto as Exhibit A), has authorized the merger of the Subsidiary with
and into the Corporation (the "Merger"). Such resolutions have not been modified
or rescinded and are in full force and effect on the date hereof.
FOURTH: The Corporation shall be the surviving corporation of the Merger
(the "Surviving Corporation").
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FIFTH: At the effective time of the Merger the name of the Surviving
Corporation shall be changed to Cellular Communications of Puerto Rico, Inc.
IN WITNESS WHEREOF, CoreComm Incorporated caused this Certificate of
Ownership and Merger to be executed in its corporate name this 1st day of
September, 1998.
CORECOMM INCORPORATED
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Secretary
2
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EXTRACT FROM
RESOLUTIONS ADOPTED ON
JULY 21,1998
BY THE BOARD OF DIRECTORS OF
CORECOMM INCORPORATED
(THE "CORPORATION")
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed to cause the formation of Cellular
Communications of Puerto Rico, Inc. (the "Subsidiary"), as a wholly owned
subsidiary of the Corporation under and pursuant to the laws of the State of
Delaware; that the Subsidiary shall be merged with and into the Corporation (the
"Merger") and the Corporation shall be the surviving corporation (the "Surviving
Corporation") of the Merger; that in connection with the Merger the Surviving
Corporation shall change its name to Cellular Communications of Puerto Rico,
Inc.; that, from and after the effective time of the Merger, the certificate of
incorporation of the Corporation shall be the certificate of incorporation of
the Surviving Corporation, the bylaws of the Corporation shall be the bylaws of
the Surviving Corporation, the officers and directors of the Corporation shall
be the officers and directors of the Surviving Corporation, the outstanding
common stock and other securities of the Corporation shall remain outstanding as
the common stock and other securities of the Surviving Corporation and the
outstanding common stock of the Subsidiary shall be cancelled; that the proper
officers of the Corporation be, and each of them hereby is, authorized and
directed, in the name and on behalf of the Corporation, to prepare and execute a
Certificate of Ownership and Merger and to cause such Certificate of Ownership
and Merger to be filed with the Secretary of state of the State of Delaware
pursuant to Sections 103 and 253 of the General Corporation Law of the State of
Delaware; and that the Merger shall be effective at the time stated in such
Certificate of Ownership and Merger; and further
RESOLVED, that, upon the effectiveness of the Merger, the proper officers
of the Corporation be, and each of them individually hereby is, authorized,
empowered and directed to prepare or cause to be prepared forms of (i) a
certificate to evidence shares of common stock of the Corporation, par value
$0.01 per share ("Common Stock"), and (ii) a certificate to evidence the Series
A Junior participating Preferred Stock stated value $1.00 per share ("Junior
Preferred Stock") in each case reflecting the changes in corporate name
resulting from the Merger that such forms of Common Stock certificate and Series
A Preferred Stock certificate (together, the "Certificates") shall be adopted,
to the same extent as if presented to and adopted by the Board of Directors at
this meeting, provided that a copy thereof be affixed to these minutes by the
Secretary or Assistant Secretary; that the proper officers of the Corporation
be, and each of them individually hereby is, authorized, empowered and directed
to execute the Certificates; that any or all of such signatures on the
Certificates may be facsimile signatures; and that in case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon the Certificates shall have ceased to be such officer, transfer agent or
registrar before the issuance thereof, it may be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue; and further
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RESOLVED, that, upon the effectiveness of the Merger, the proper officers
of the Corporation be, and each of them individually hereby is, authorized,
empowered and directed to prepare or cause to be prepared a corporate seal,
reflecting the change in corporate name resulting from the Merger; that such
corporate seal shall be adopted, to the same extent as if presented to and
adopted by the Board of Directors at minutes by the Secretary or Assistant
Secretary; and further
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed to prepare, execute, deliver and file or
cause to be prepared, executed, delivered and filed any and all documents and to
take any and all actions with federal, state, local and foreign authorities and
with Nasdaq, as they or any of them may deem necessary or appropriate to effect
the corporate name change and Merger contemplated by the foregoing resolutions
and to carry out fully the purpose and intent of such resolutions; and further
RESOLVED, that all actions heretofore taken by any officer or director of
the Corporation and Cellular Communications of Puerto Rico, Inc. in connection
with the matters contemplated by the foregoing resolutions be, and they hereby
are, approved, adopted, ratified, confirmed and accepted in all respects.
