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Published on 7/21/2005 in the Prospect News Convertibles Daily.

Commonwealth Telephone adjusts terms of new notes offered in exchange for 3¼% convertibles

New York, July 21 - Commonwealth Telephone Enterprise, Inc. said it has amended its exchange offer for its $300 million of 3¼% convertible notes due 2023 to delete one provision from the new notes.

The company has removed its ability to irrevocably switch the notes to net share settlement.

As announced on June 24, the Dallas, Pa., telecommunications company is offering new convertibles with similar terms except that they have net share settlement. On conversion, Commonwealth Telephone will be able to pay cash, stock or a combination instead of stock only as is required with the existing notes.

The new notes will maintain full dividend protection.

As part of the exchange, the company is offering an exchange fee of $2.50 per $1,000 principal amount.

The exchange runs through midnight ET on July 26.

Morgan Stanley & Co. Inc. will be dealer manager, and D.F. King & Co., Inc. is information agent.


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