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) JULY 16, 1999
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19869 13-3927257
(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) 355-4366
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 16, 1999, Cellular Communications of Puerto Rico, Inc.
("Company") announced that the acquisition of the Company by SBC
Communications Inc. ("SBC") was approved by the Company's shareholders at a
special meeting held that day. The transaction is valued at $814 million or
$29.50 per share. Under the terms of the transaction, SBC will pay
approximately $464 million in cash and will assume $350 million in
long-term debt. In addition, based on information provided by SBC, the
Company expects that promptly following the consummation of the
transaction, Telephonos de Mexico S.A. de C.V will purchase an interest in
the subsidiary of SBC that will hold the surviving company after the
acquisition.
Item 7. Financial Statements and Exhibits
Exhibits
99.1 Press release, dated July 16, 1999
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 and Secretary
Dated: July 28, 1999
EXHIBIT INDEX
Exhibit Page
99.1 Press release, dated July 16, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. SHAREHOLDERS
APPROVE ACQUISITION
New York, New York, (July 16, 1999) - CELLULAR COMMUNICATIONS OF PUERTO
RICO, INC. (NASDAQ: CLRP) (the "Company") announced today that at a special
meeting of its shareholders held this morning, the previously announced
acquisition of the Company by SBC Communications Inc. ("SBC") was approved.
The transaction is valued at $814 million or $29.50 per share. Under the
terms of the transaction, SBC will pay approximately $464 million in cash
and will assume $350 million in long-term debt. In addition, based on
information provided by SBC, the Company expects that promptly following
the consummation of the transaction, Telephonos de Mexico S.A. de C.V will
purchase an interest in the subsidiary of SBC that will hold the surviving
company after the acquisition. The Company expects to complete the
transaction in the third quarter pending regulatory approvals.
Operating under the Cellular One brand name, the Company is the largest
wireless provider serving Puerto Rico and the U.S. Virgin Islands with more
than 330,000 customers.
For further information contact: Stanton N. Williams, Chief Financial
Officer or Richard J. Lubasch, Senior Vice President - General Counsel at
(212) 906-8440
