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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Name of Subject Company)
OLIVETTI S.P.A.
MANNESMANN AG
KENSINGTON ACQUISITION SUB, INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
150918 10 0
(CUSIP Number of Class of Securities)
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DR. KURT J. KINZIUS
MANNESMANN AG
MANNESMANNUFER 2
40213 DUSSELDORF
GERMANY
TELEPHONE: 49-211-820-2400
and
MARCO DE BENEDETTI
OLIVETTI S.P.A.
VIA LORENTEGGIO 257
20152 MILAN
ITALY
TELEPHONE: 39-2-4836-6701
WITH A COPY TO:
NEIL NOVIKOFF, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6099
TELEPHONE: (212) 728-8000
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Olivetti S.p.A., a limited liability company organized under the laws of
Italy ("Olivetti"), Mannesmann AG, a limited liability company organized under
the laws of Germany ("Mannesmann"), and Kensington Acquisition Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Olivetti and Mannesmann
("Purchaser"), hereby amend and supplement their Statement on Schedule 14D-1
("Schedule 14D-1") filed with the Securities and Exchange Commission (the
"Commission") on December 17, 1998, with respect to the Purchaser's offer to
purchase all of the outstanding shares of common stock, par value $0.01 per
share (the "Common Stock"), including the associated preferred stock purchase
rights issued pursuant to the Rights Agreement (the "Rights" and, together with
the Common Stock, "Shares"), of Cellular Communications International, Inc., a
Delaware corporation (the "Company"), at a price of $65.75 per share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated December 17, 1998 (the "Offer to
Purchase") and the related Letter of Transmittal (which, as amended or
supplemented from time to time, collectively constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1.
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 is hereby amended and supplemented by
the following:
CIR S.p.A.("CIR") beneficially owns $3,000,000 aggregate principal amount
of 6% Convertible Subordinated Notes due 2005 (the "Convertible Notes") issued
by the Company. CIR is a majority owned subsidiary of Compagnia Finanziaria De
Benedetti S.p.A. ("COFIDE"). Mr. Marco De Benedetti, Co-President and
Co-Secretary of Kensington Acquisition Sub, Inc. and an executive officer
responsible for telecom strategy at Olivetti, is a member of the Board of
Directors of COFIDE. The Convertible Notes owned by CIR are convertible into
75,100 Shares, which represent approximately .45% of the outstanding Shares,
assuming conversion of all the Convertible Notes beneficially owned by CIR.
Item 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) is hereby amended and supplemented
by the following:
Pursuant to the requirements of the Hart-Scott-Rodino Act (the "HSR Act"),
Olivetti and Mannesmann filed their Notification and Report Forms with respect
to the Offer and the Merger with the Department of Justice (the "DOJ") and the
Federal Trade Commission (the "FTC") on December 23, 1998. The waiting period
under the HSR Act with respect to the Offer will expire at 11:59 p.m., New York
City time, on January 6, 1998, unless early termination of the waiting period is
granted. However, the DOJ or the FTC may extend the
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waiting period by requesting additional information or documentary material
from Olivetti, Mannesmann, Purchaser or the Company. If such a request is made,
such waiting period will expire at 11:59 p.m., New York City time, on the tenth
day after substantial compliance by Olivetti, Mannesmann and the Company with
such request.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(1) Press Release of Cellular Communications International, Inc. dated
December 18, 1998.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 24, 1998
KENSINGTON ACQUISITION SUB, INC.
By: /s/ Marco De Benedetti
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Name: Marco De Benedetti
Title: Co-President and Co-Secretary
By: /s/ Dr. Kurt Kinzius
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Name: Dr. Kurt Kinzius
Title: Co-President and Co-Secretary
OLIVETTI S.p.A.
By: /s/ Roberto Colaninno
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Name: Roberto Colaninno
Title: Chief Executive Officer
MANNESMANN AG
By: /s/ Dr. Goetz Mueller
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Name: Dr. Goetz Mueller
Title: Executive Vice-President
By: /s/ Dr. Joachim Peters
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Name: Dr. Joachim Peters
Title: Counsel
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INDEX TO EXHIBITS
Exhibit
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(g)(1) Press Release of Cellular Communications International,
Inc. dated December 18, 1998.
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CELLULAR COMMUNICATIONS INTERNATIONAL INC.
DECEMBER 18, 1998
CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES OFFER TO PURCHASE
EURO 235,000,000 9-1/2% SENIOR DISCOUNT NOTES DUE 2005
NEW YORK, NEW YORK, DECEMBER 18, 1998-- Cellular Communications International,
Inc. (NASDAQ: CCIL) today commenced a tender offer with concurrent consent
solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005.
Under the terms of the offer, the Company will purchase the outstanding Notes at
a purchase price determined by reference to a fixed spread of 50 basis points
over the semi-annual equivalent yield to maturity on the France O.A.T. 6.75% due
April 25, 2002 on the second business day preceding the expiration date of the
tender offer, of which an amount equal to $15 will constitute a consent payment
per Euro 1,000 principal amount of Notes that will be paid only for Notes
tendered prior to the termination of the consent solicitation.
The consent solicitation will expire at 12:00 midnight, New York City time, on
January 5, 1999 and the tender offer will expire at 12:00 midnight, New York
City time, on January 20, 1999. Holders who tender their securities in the
tender offer will be deemed to have submitted consents in the consent
solicitation. Holders may not deliver consents without tendering their Notes.
Holders must tender their Notes prior to 12:00 midnight, New York City time, on
January 5, 1999 in order to receive the consent fee. Holders who tender their
Notes after such date and before the expiration date of 12:00 midnight, New York
City time, on January 20, 1999 will receive the purchase price for their
securities, but will not receive the consent fee.
The tender offer and consent solicitation is conditioned upon, among other
things, the consummation of the concurrent tender offer by Kensington
Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti,
S.p.A., to acquire at least a majority of the outstanding shares of common stock
of CCIL (calculated on a fully-diluted basis) upon the terms and subject to the
conditions set forth in the related equity tender offer documents. Other terms
and conditions of the tender offer and consent solicitation with respect to the
Notes are set forth in the Offer to Purchase and Consent Solicitation Statement
dated December 18, 1998.
Goldman Sachs International and Lehman Brothers will act as Dealer Managers for
the tender offer. The Information Agent is MacKenzie Partners, Inc. and the
Depositary is The Chase Manhattan Bank.
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This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes. The tender offer is made only by an Offer to Purchase
and Consent Solicitation Statement dated December 18, 1998. Persons with
questions regarding the tender offer should contact the Information Agent at
800-322-2885 or Goldman Sachs at 877-686-5059.
CONTACT: MacKenzie Partners, Inc., Jeanne Carr (212) 929-5916.
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