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 NEW YORK, Aug. 11 /PRNewswire/ -- OCOM Corporation (OCOM) (NASDAQ: OHCO) announced today its operating results for the three and six months ended June 30, 1993.
 The company is pursuing an alternative business strategy to enter the cable/telephony business in the United Kingdom through acquisition of franchises in Glasgow, Scotland; Cardiff and Newport, Wales and Guildford and Huddersfield, England currently owned by Insight Communications Company, U.K., L.P. (Insight U.K.). This business strategy has led to the following:
 1) OCOM will seek the approval of its stockholders of an amended and restated agreement of reorganization and plan of merger, dated as of May 28, 1993 as amended (the merger agreement), among OCOM, International CableTel, Inc., a wholly owned subsidiary of OCOM (CableTel), and CableTel Merger, Inc., a wholly owned subsidiary of CableTel (merger subsidiary), pursuant to which the merger subsidiary will be merged (the merger) with and into OCOM. In the merger, each outstanding share of common stock of OCOM will be converted into one share of common stock of CableTel. As a result of the merger, OCOM will become a wholly owned subsidiary of CableTel, which will thereafter be a publicly traded company.
 2) OCOM, CableTel and Insight U.K. have entered into a Subscription Agreement, as amended, pursuant to which CableTel will acquire Insight U.K.'s existing cable television business (the Insight U.K. Affiliates) (the Insight Transaction) in exchange for 4,042,625 shares of CableTel common stock, which will represent approximately 27.7 percent of the common stock of CableTel on a fully diluted basis immediately following the merger and consummation of the Insight Transaction. In connection with the transaction, certain affiliates of Insight U.K. will also receive warrants to acquire 673,771 shares of CableTel (approximately 4.6 percent on a fully diluted basis).
 3) CableTel is offering an aggregate of 348,658 shares to holders of minority interests in the Insight U.K. Affiliates. As a result of the merger and after giving effect to the Insight Transaction, the issuance of warrants and the minority interest offer, existing OCOM shareholders in the aggregate will hold approximately 6,670,729 shares of CableTel, comprising approximately 44.6 percent of the common stock of CableTel on a fully diluted basis.
 4) CableTel has filed registration statements with the Securities and Exchange Commission with respect to the concurrent offerings of 10 million shares of CableTel common stock and an amount of senior deferred coupon notes due 2003 intended to generate gross proceeds to CableTel of $100 million.
 The consummation of these transactions are subject to approval of OCOM stockholders, U.K. and U.S. regulatory approval and the success of the concurrent offerings.
 (In thousands, except per share data)
 Three Months Ended June 30 1993 1992
 Toll $1,161 $1,977
 Transmission 1,316 1,271
 Total 2,477 3,248
 Operating 985 1,089
 SG&A 629 696
 Total 1,614 1,785
 Operating income 863 1,463
 Depreciation and amortization (1,084) (1,116)
 Interest, dividend and other income 263 399
 Income before income taxes 42 746
 Provision for income taxes (250) (133)
 Net income (loss) (208) 613
 Net income (loss) per common share ($.03) $.09
 Weighted average shares 6,668 7,040
 (In thousands, except per share data)
 Six Months Ended June 30 1993 1992
 Toll $1,961 $3,686
 Transmission 2,643 2,427
 Total 4,604 6,113
 Operating 1,953 2,100
 SG&A 1,146 1,272
 Total 3,099 3,372
 Operating income 1,505 2,741
 Depreciation and amortization (2,205) (2,285)
 Interest, dividend and other income 502 795
 Income before income taxes (198) 1,251
 Provision for income taxes (339) (380)
 Net income (loss) (537) 871
 Net income (loss) per common share $(.08) $.12
 Weighted average shares 6,656 7,060
 Prior to July 31, 1991, OCOM was a wholly owned subsidiary of Cellular Communications, Inc. (CCI). On July 25, 1990, CCI and PacTel Corporation (PacTel) entered into a merger and joint venture agreement, as amended as of Dec. 14, 1990 (merger agreement) whereby, on Aug. 1, 1991, CCI's cellular interests in Ohio and PacTel's cellular interests in Michigan and Ohio were contributed to a new joint venture equally owned by the two companies (the joint venture). In connection with the merger agreement, on July 31, 1991, CCI distributed to its stockholders the stock of OCOM which consisted of CCI's long-distance and microwave operations in Ohio.
 OCOM sells interexchange long distance telephone services to cellular customers of the joint venture who have chosen OCOM as their long distance service provider in portions of Ohio, and to roamers on portions of the joint venture's Ohio cellular system. (Roamers whose presubscribed interexchange carrier (PIC) can be determined and is available to the joint venture must be carried by the roamers' PIC.) OCOM provides this service primarily through arrangements with other long distance carriers under tariff or contract. In addition, pursuant to an agreement with the joint venture (the JV contract), OCOM provides the joint venture with cell site to switch and switch to switch transmission service over OCOM's microwave facilities at competitive tariffed rates. OCOM also provides tariffed private line microwave services to other customers.
 From OCOM's commencement of business in July 1991, until November 1992, all of the joint venture's cellular subscribers in the markets contributed by CCI to the joint venture, and all of the roamers in those markets, received long distance service from OCOM. By November 1992, the cellular subscribers of the joint venture then using OCOM for long distance service had selected by "equal access" ballot, and began using, their choice of long distance service provider. OCOM was selected by approximately 58 percent of the joint venture's subscribers then using OCOM. Although OCOM expects to continue to provide long distance service to certain roamers on portions of the joint venture's Ohio systems, long distance traffic from roamers whose PIC can be determined and is available to the joint venture must be carried by the roamer's PIC. PIC information is currently available only for intra-joint venture roamers, but as inter-carrier switch communication technology improves, PIC information will become available for more roamers.
 In February 1993, the District Court for the District of Columbia issued two modification of final judgement (MFJ) waivers that impacted OCOM's long distance service business. PacTel received the MFJ waiver that it had applied for in connection with the formation of the joint venture to allow the joint venture to provide long distance, or interLATA (local access and transport area), cellular telephone service within the Cleveland, Canton, Lorain/Elyria, Mansfield and Akron, Ohio Metropolitan Statistical Areas (MSAs) (the Cleveland/Akron System). The joint venture has the right to buy the voice mail equipment CCI contributed to OCOM in July 1991 for $100 upon receipt of this waiver. Also, a waiver was granted permitting Bell Operating Companies and their affiliates (BOCs) to provide multiLATA cellular services between their MSA systems and Rural Service Areas (RSAs) which are located partially or wholly in LATAs served by such MSA systems. In March 1993, the joint venture began providing interLATA service within its Cleveland/Akron System and between such system and the Ashtabula RSA. It is not yet known whether the joint venture will purchase the voice mail equipment or the extent to which it will provide interLATA services in other RSAs.
 In December 1992, Pacific Telesis Group (PTG) announced that it intends, subject to shareholder and regulatory approvals, to distribute to its shareholders its wireless operations as a totally independent company (the PacTel Spin). PTG announced that it expects that the PacTel Spin will remove many legal and regulatory barriers that have historically constrained PacTel and its affiliates, such as the prohibition against providing interexchange long distance service. If such a restructuring takes place, the joint venture could enter into the long distance resale market in competition with OCOM. As a result, OCOM could lose a substantial portion of its interexchange long distance business.
 Given the diminished revenue base for long distance service as a result of the equal access process, the prospect of competition from the joint venture with respect to provision of long distance service, the possible purchase by the joint venture of the company's equipment and facilities, and the possibility of competition from landline telephone companies and others for the microwave transmission business currently provided to the joint venture, the company does not view the business prospects for its current operations favorably.
 Results of Second Quarter Operation
 Toll revenues decreased from $1,977,000 to $1,161,000 for the following reasons. The 1993 revenues reflect a 42 percent reduction in the company's customer base as a result of the equal access process, and the company is no longer providing long distance service to certain intra-joint venture roamers who are not the company's customers. In addition, the 1992 revenues include approximately $668,000 for interLATA calls in the joint venture's Cleveland/Akron System made by the joint venture's Cleveland/Akron System subscribers. Beginning in March 1993, the joint venture began providing interLATA service in the Cleveland/Akron System to its Cleveland/Akron System subscribers which means the company no longer generates revenues from these calls. This reduced operating expenses since the company no longer incurs costs from carrying these calls.
 Microwave transmission revenues increased from $1,271,000 to $1,316,000 from additional circuits installed in the microwave network and billed to the joint venture.
 Operating expenses decreased from $1,089,000 to $985,000 due to the decrease in toll and interconnection costs from the reduction in long distance service. The decrease was offset by increases in public utility property taxes.
 Selling, general and administrative expenses decreased from $696,000 to $629,000 primarily due to a decrease in marketing costs.
 Depreciation and amortization expense decreased from $1,116,000 to $1,084,000 because certain equipment has been fully depreciated.
 Interest, dividend and other income decreased from $399,000 to $263,000 due to lower interest rates earned on investments as a result of the mandatory redemption of the CCI preferred stock in January 1993. The company earned $40,000 in 1993 from equal access consulting services.
 The provision for income taxes increased from $133,000 to $250,000 primarily due to the federal alternative minimum tax.
 -0- 8/11/93
 /CONTACT: J. Barclay Knapp, chief operating officer, 212-906-8440, Stanton N. Williams, director-corporate development, 212-906-8448 or Richard J. Lubasch, vice president - general counsel, 212-906-8470, all of OCOM/

CO: OCOM Corporation ST: New York IN: TLS SU: ERN

LG-PS -- NY038 -- 1670 08/11/93 12:03 EDT
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Date:Aug 11, 1993

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