<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14D-1
AMENDMENT NO. 2
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------
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)
----------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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
filed with the Securities and Exchange Commission (the "Commission") on December
17, 1998, as amended by Amendment No. 1 filed with the Commission on December
24, 1998 ("Schedule 14D-1"), 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The information set forth in Item 5(d) is hereby amended and supplemented
by the following:
Approximately Euro 234,000,000, representing approximately 99%, of the
Company's outstanding Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005
(the "Notes") had been tendered as of 12:00 midnight, New York City time, on
January 5, 1999 in connection with the Company's previously announced tender
offer and consent solicitation for the Notes. Having received the requisite
consents from holders of the Notes, the Company has entered into a Supplemental
Indenture that contains certain covenant amendments. The tender offer for the
Notes and the consent solicitation are conditioned upon, among other things, the
consummation of the Offer.
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 and the Federal Trade
Commission on December 23,
<PAGE>
1998. Early termination of the waiting period under the HSR Act with respect to
the Offer was granted effective as of January 5, 1999.
The information set forth in Item 10(e) is hereby amended and supplemented
by the following:
PHYLLIS FREIMAN V. SIDNEY R. KNAFEL, ET AL. On December 28, 1998,
Phyllis Freiman, individually and on behalf of all other holders of Common
Stock and their successors in interest, filed a purported class action
complaint in the Delaware Court of Chancery (the "Court") against the Company
and each of the Company's directors. The complaint alleges, among other
things, that the defendants breached their fiduciary duties to the Company
and its stockholders by (i) entering into the Merger Agreement for unfair and
inadequate consideration, (ii) failing to disclose in the
Solicitation/Recommendation Statement on Schedule 14D-9, filed with the
Commission on December 17, 1998, as amended ("Schedule 14D-9"), or
Schedule 14D-1 material information regarding the Company's projected
earnings and/or prospects, (iii) omitting from Schedule 14D-9 certain
information regarding financial advisor Wasserstein Perella, (iv) agreeing
to certain termination provisions in the Merger Agreement, and (v) by entering
into the Stockholders Agreement with Olivetti and Mannesmann. The plaintiff
seeks as relief, among other things, (i) an order from the Court
(A) preliminarily and permanently enjoining the defendants from proceeding
with, consummating, or closing the proposed Merger and related transactions,
or (B) rescinding the proposed Merger and related transactions in the event
that it is consummated and awarding rescissory damages, (ii) compensatory
monetary damages and interest, and (iii) attorneys' fees and expenses. The
defendants, as disclosed on Schedule 14D-9, believe that the lawsuit is
without merit and intend to defend themselves vigorously.
FLORENCE MARCUS V. WILLIAM B. GINSBERG ET AL. On December 30, 1998,
Florence Marcus, individually and on behalf of all other holders of Common
Stock, filed a purported class action complaint in the Court against the
Company and each of the Company's directors. The complaint alleges, among
other things, that the defendants breached their fiduciary duties to the
Company and its stockholders by (i) entering into the Merger Agreement for
unfair consideration, (ii) failing to disclose in Schedule 14D-9 or Schedule
14D-1 material information regarding the Company's projected earnings and/or
prospects, (iii) omitting from Schedule 14D-9 certain information regarding
financial advisor Wasserstein Perella, (iv) agreeing to certain termination
provisions in the Merger Agreement, and (v) entering into the Stockholders
Agreement with Olivetti and Mannesmann. The plaintiff seeks as relief, among
other things, (i) an order from the Court (A) enjoining the defendants from
proceeding with the Merger Agreement, and (B) rescinding, to the extent
already implemented, the Merger Agreement or any of the terms thereof, and
(ii) unspecified monetary damages and attorneys' fees and expenses. The
defendants, as disclosed on Schedule 14D-9, believe that the lawsuit is
without merit and intend to defend themselves vigorously.
<PAGE>
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(2) Press Release of Cellular Communications International, Inc., dated
January 6, 1999.
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 11, 1999
KENSINGTON ACQUISITION SUB, INC.
By: /s/ Marco De Benedetti
----------------------
Name: Marco De Benedetti
Title: Co-President and Co-Secretary
By: /s/ Dr. Kurt J. Kinzius
-----------------------
Name: Dr. Kurt J. Kinzius
Title: Co-President and Co-Secretary
OLIVETTI S.p.A.
By: /s/ Roberto Colaninno
----------------------
Name: Roberto Colaninno
Title: Chief Executive Officer
MANNESMANN AG
By: /s/ Dr. Goetz Mueller
----------------------
Name: Dr. Goetz Mueller
Title: Executive Vice-President
By: /s/ Dr. Joachim Peters
----------------------
Name: Dr. Joachim Peters
Title: Counsel
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
(g)(2) Press Release of Cellular Communications International, Inc., dated
January 6, 1999.
<PAGE>
Exhibit (g)(2)
CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES
AMENDMENT TO INDENTURE RELATING TO ITS
EURO 235,000,000 9-1/2% SENIOR DISCOUNT NOTES DUE 2005
ISIN NOS. X30087309976 AND XS0085495082
----------- ------------
NEW YORK, NEW YORK, JANUARY 6, 1999 -- Cellular Communications
International, Inc. (NASDAQ: CCIL) today announced that approximately Euro
234,000,000 of Notes (representing approximately 99% of the outstanding
Notes) had been tendered as of 12:00 midnight, New York City time, on January
5, 1999 in connection with its previously announced tender offer and consent
solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005.
Having received the requisite consents from holders of Notes, CCIL has
entered into a Supplemental Indenture that provides that the amendments to
the Indenture relating to the Notes described in the Offer to Purchase and
Consent Solicitation Statement dated December 18, 1998 will become operative
only upon, and simultaneously with, the satisfaction of all of the conditions
to the acceptance of validly tendered Notes and the acceptance thereof for
payment.
The tender offer and consent solicitation (including, but not limited
to, the payment of the purchase price for the Notes and the consent fees) 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.
The tender offer will expire at 12:00 midnight, New York City time, on
January 20, 1999, unless extended.
Goldman Sachs International and Lehman Brothers are acting as Dealer
Managers for the tender offer. The Information Agent is MacKenzie Partners,
Inc. and the Depositary is The Chase Manhattan Bank.
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
