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) NOVEMBER 17, 1998
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CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
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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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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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The Company announced that due to certain factors it is terminating its
offer dated October 15, 1998, as amended (the "Exchange Offer") by which it had
offered to exchange $15.00 principal amount of a new issue of 15% Subordinated
Notes due 2008 for each share of its Common Stock, par value $.01 per share. The
Exchange Offer had been scheduled to expire on December 4, 1998.
The Company also announced that it has amended its Shareholders' Rights
Agreement in order to raise from up to 15% to up to 18% the percentage of
outstanding shares of Common Stock a person may acquire prior to triggering a
distribution under the Rights Agreement.
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 Statement and Exhibits.
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Exhibits
99 Press Release issued on November 17, 1998
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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
& Secretary
Dated: November 17, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Page
99 Press release issued November 17, 1998
[CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
PRESS RELEASE
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. ANNOUNCES TERMINATION OF
EXCHANGE OFFER DATED OCTOBER 15, 1998 AND AMENDMENT OF SHAREHOLDERS' RIGHTS
AGREEMENT INCREASING TO 18% THE ALLOWABLE OWNERSHIP INTEREST UNDER ITS
RIGHTS AGREEMENT
New York, New York (November 17, 1998) - Cellular Communications of Puerto
Rico, Inc. (Nasdaq: CLRP) (the "Company") announced today that due to certain
factors it is terminating its offer dated October 15, 1998, as amended (the
"Exchange Offer") by which it had offered to exchange $15.00 principal amount of
a new issue of 15% Subordinated Notes due 2008 for each share of its Common
Stock, par value $.01 per share. The Exchange Offer had been scheduled to expire
on December 4, 1998.
The Company also announced that it has amended its Shareholders' Rights
Agreement in order to raise from up to 15% to up to 18% the percentage of
outstanding shares of Common Stock a person may acquire prior to triggering a
distribution under the Rights Agreement.
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For further information, contact: Richard J. Lubasch, Senior Vice President
- - General Counsel, or Jeffrey G. Wyman, Assistant General Counsel, both at (212)
355-3466.
