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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 28, 1997
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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 13-3517074
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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) 355-3466
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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 15, 1997, the Company announced the pricing terms of the private
placement of Senior Subordinated Notes due 2007 (the "Notes") by its wholly-
owned operating subsidiary, CCPR Services, Inc. ("Services"). The coupon on the
Notes will be 10% and Services expects to raise gross proceeds of approximately
$200 million.
The Company and Services expect to complete the sale of the Notes and the
corporate restructuring announced earlier by the Company on or about January
31,1997.
As previously announced by the Company, the name of the new holding company
that will be formed in the corporate restructuring will be "CoreComm
Incorporated". On the completion date each share of the Company's common stock
will automatically become a share of CoreComm common stock on a one for one
basis. The CoreComm common stock will have the same rights and powers as the
Company common stock. It is anticipated that on February 3, 1997 CoreComm will
commence trading on the Nasdaq National Market under the ticker symbol "COMM".
The restructured companies intend to pursue business opportunities both
inside and outside of Puerto Rico and the U.S. Virgin Islands.
When sold, the Notes will not have 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 will be 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.
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 Press Release issued January 28, 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.
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: January 28, 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.
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
(Registrant)
By:
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Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
& Secretary
Dated: January 28, 1997
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EXHIBIT INDEX
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Exhibit Page
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99 Press Release issued on January 28, 1997.
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EXHIBIT 99.1
[LETTERHEAD OF CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.]
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
ANNOUNCES PRICING TERMS FOR
DEBT OFFERING BY ITS SUBSIDIARY
New York, New York (January 28, 1997) Cellular Communications of Puerto
Rico, Inc. (Nasdaq: CCPR) (the "Company") announced today the pricing terms of
the private placement of Senior Subordinated Notes due 2007 (the "Notes") by its
wholly-owned operating subsidiary, CCPR Services, Inc. ("Services"). The coupon
on the Notes will be 10% and Services expects to raise gross proceeds of
approximately $200 million.
The Company and Services expect to complete the sale of the Notes and the
corporate restructuring announced earlier by the Company on or about January
31,1997.
As previously announced by the Company, the name of the new holding company
that will be formed in the corporate restructuring will be "CoreComm
Incorporated". On the completion date each share of the Company's common stock
will automatically become a share of CoreComm common stock on a one for one
basis. The CoreComm common stock will have the same rights and powers as the
Company common stock. It is anticipated that on February 3, 1997 CoreComm will
commence trading on the Nasdaq National Market under the ticker symbol "COMM".
The restructured companies intend to pursue business opportunities both
inside and outside of Puerto Rico and the U.S. Virgin Islands.
When sold, the Notes will not have 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 will be 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)355-3466.
