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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 4)
(FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
CONTEL CELLULAR INC.
(Name of Issuer)
GTE CORPORATION
CONTEL CORPORATION
CONTEL CELLULAR INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
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210904108
(CUSIP Number of Class of Securities)
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MARIANNE DROST, ESQ. LAURA E. BINION, ESQ.
GTE CORPORATION CONTEL CELLULAR INC.
ONE STAMFORD FORUM 245 PERIMETER CENTER PARKWAY
STAMFORD, CONNECTICUT 06904 ATLANTA, GEORGIA 30346
(203) 965-2000 (404) 804-3400
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies to:
JEFFREY J. ROSEN, ESQ.
O'MELVENY & MYERS
555 13TH STREET, N.W., SUITE 500 WEST
WASHINGTON, D.C. 20004-1109
(202) 383-5300
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This Amendment No. 4 amends and supplements the Rule 13e-3 Transaction
Statement (the "Statement") filed jointly on January 30, 1995 by GTE
Corporation, a New York corporation ("GTE"), Contel Corporation, a Delaware
corporation that has adopted a plan of liquidation and is a wholly owned
subsidiary of GTE ("Contel"), Contel Cellular Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Contel ("CCI
Acquisition"), and Contel Cellular Inc., a Delaware corporation (the "Company"),
which relates to the merger of CCI Acquisition with and into the Company.
Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by adding the following information:
On May 12, 1995, pursuant to the Merger Agreement, the Company filed a
Certificate of Merger with the Secretary of State of the State of Delaware
by which CCI Acquisition was merged with and into the Company with the
Company as the Surviving Corporation (the "Consummated Merger"). The
Consummated Merger became effective as of the date of filing, at which
time (i) each outstanding Class A Share (other than Class A Shares as to
which appraisal rights were or will be properly exercised under the
General Corporation Law of the State of Delaware) was converted into the
right to receive $25.50 in cash, without interest, subject to applicable
back-up withholding taxes, (ii) each Class A Share held by the Company and
each outstanding share of the common stock of CCI Acquisition was
cancelled, and no payment was made with respect thereto and (iii) each
outstanding Class B Share continued to be outstanding.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 3 is hereby amended to adding the following information:
The information stated in Item 2 above is hereby incorporated by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 is hereby amended to adding the following information:
The information stated in Items 2 and 3 above is hereby incorporated
by reference.
On May 12, 1995, the Company filed a Certification and Notice of
Termination of Registration on Form 15. As a result of the Consummated
Merger, the Class A Shares became eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
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SIGNATURE
After due inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: May 22, 1995 GTE CORPORATION
By: /s/ MARIANNE DROST
Title: Secretary
CONTEL CORPORATION
By: /s/ MARIANNE DROST
Title: Secretary
CONTEL CELLULAR INC.
By: /s/ THEODORE J. CARRIER
Title: Treasurer and Chief Financial
Officer
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