Document/Exhibit Description Pages Size
1: 8-K Form 8-K - April 30, 1999 4 12K
3: EX-99 Amendment No. 3 to Rights Agreement 3 11K
2: EX-99 Merger Agreement, Dated April 30, 1999 61 226K
4: EX-99 Press Release 3 12K
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) APRIL 30, 1999
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CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 19869-99 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, NY 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)
Item 5. Other Events.
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On May 3, 1999, Cellular Communications of Puerto Rico, Inc. ("CCPR")
announced that it had entered into an agreement with SBC Communications Inc.
("SBC") under which it would be acquired in a transaction valued at $814
million, or $29.50 per outstanding share. The announcement also noted that SBC
had formed a joint venture with Telefonos de Mexico S.A. de C.V. ("Telmex") to
effect the acquisition.
SBC and Telmex through the joint venture will pay approximately $464
million in cash and will assume $350 million in long-term debt. The companies
aim to complete the merger by late third quarter, pending a vote by CCPR
shareholders and regulatory approvals.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Agreement and Plan of Merger among Cellular Communications of Puerto
Rico, Inc., SBC Communications Inc. and SBCI-PR, Inc. dated as of
April 30, 1999
99.2 Amendment No. 3 to the Rights Agreement, dated as of April 30, 1999,
between Cellular Communications of Puerto Rico, Inc. and Continental
Stock Transfer & Trust Company
99.3 Press release, dated May 3, 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
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Name: Richard J. Lubasch
Title: Senior Vice President-General
Counsel and Secretary
Dated: May 6, 1999
EXHIBIT INDEX
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Exhibit Page
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99.1 Agreement and Plan of Merger among Cellular Communications of
Puerto Rico, Inc., SBC Communications Inc. and SBCI-PR, Inc.
dated as of April 30, 1999
99.2 Amendment No. 3 to the Rights Agreement, dated as of April 30,
1999, between Cellular Communications of Puerto Rico, Inc. and
Continental Stock Transfer & Trust Company
99.3 Press release, dated May 3, 1999
Dates Referenced Herein
| Referenced-On Page |
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This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 5/6/99 | | 3 | | | | | None on these Dates |
| | 5/3/99 | | 2 | | 4 |
For Period End: | | 4/30/99 | | 1 | | 4 |
| List all Filings |
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