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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 4 - FINAL AMENDMENT
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
filed with the Securities and Exchange Commission (the "Commission") on December
17, 1998 ("Schedule 14D-1"), as amended by Amendment Nos. 1, 2 and 3, 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"), upon the terms and subject to the conditions set forth in the Offer
to Purchase dated December 17, 1998 (the "Offer to Purchase"), as amended by the
supplement thereto dated January 19, 1999 (the "Supplement") and the related
revised 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 SUBJECT COMPANY.
The information set forth in Item 6 is hereby amended and supplemented
by the following:
The Offer expired at 12:00 midnight, New York City time, on Monday,
February 1, 1999. Based on information provided by the Depositary, approximately
12,079,305 Shares or 68.6% of the outstanding Shares (or 55.4% of the Shares on
a fully diluted basis) were validly tendered and not withdrawn pursuant to the
Offer (including 1,576,830 Shares tendered by means of guaranteed delivery).
Purchaser has accepted for payment and has notified the Depositary to promptly
pay for the tendered and accepted Shares in accordance with the terms and
subject to the conditions set forth in the Offer to Purchase, the Supplement and
the related Letter of Transmittal. On February 2, 1999, Olivetti and Mannesmann
issued a press release, the text of which is set forth as Exhibit (g)(5) and is
incorporated by reference herein.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(5) Press Release of Olivetti S.p.A. and Mannesmann AG, dated
February 2, 1999.
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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: February 2, 1999
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 J. Kinzius
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Name: Dr. Kurt J. 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
(g)(5) Press Release of Olivetti S.p.A. and Mannesmann AG, dated
February 2, 1999.
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FOR IMMEDIATE RELEASE:
OLIVETTI AND MANNESMANN ANNOUNCE SUCCESSFUL CLOSE OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC. TENDER OFFER
New York, New York, February 2, 1999 - Olivetti S.p.A. and Mannesmann AG jointly
announced today that their wholly-owned subsidiary (Kensington Acquisition Sub,
Inc.) has closed its cash tender offer for all the outstanding shares of common
stock of Cellular Communications International, Inc. (NNM:CCIL) at $80.00 per
share, without interest, by accepting the tender of approximately 12,079,305
shares, representing approximately 68.6% of the outstanding shares of CCIL (or
55.4% of the shares on a fully diluted basis). The tender offer expired at 12:00
midnight, New York City time, on Monday, February 1, 1999. Olivetti and
Mannesmann will complete their acquisition of CCIL by means of a merger of
Kensington with and into CCIL, in which the remaining CCIL shares will be
canceled and converted into the right to receive $80.00 per share in cash,
without interest.
Mannesmann operates in Telecommunications, Engineering, Automotive and
Tubes & Trading and generated sales of around DM 39 billion in 1997. The Group
is one of the leading alternative telecommunication operators in the recently
liberalized European market.
The Olivetti Group is a leading international player operating through
subsidiaries and affiliates in the telecommunications and information technology
sectors. In telecommunications, Olivetti operates both in the wireless and
wireline markets through Omnitel and Infostrada, respectively. In the
Information Technology sector, Olivetti wholly owns Olivetti Lexikon, which
specializes in I.T. products for the office and the consumer markets. It also
has an 18.5% ownership in Wang Global, a United States publicly traded company.
CONTACT: MacKenzie Partners, Inc., Mark H. Harnett, (212) 929-5877.
