<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 14, 1994
McCAW CELLULAR COMMUNICATIONS, INC.
A Delaware Commission File I.R.S. Employer
Corporation No. 1-9854 No. 91-1379052
5400 Carillon Point, Kirkland, Washington 98033
Telephone Number (206) 827-4500<PAGE>
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Item 5. Other Events.
On August 8, 1994, Bell Atlantic Corporation, Bell Atlantic
Mobile Systems, Inc., NYNEX Corporation and NYNEX Mobile
Communications, Inc. filed suit against AT&T Corp. ("AT&T") and
McCaw Cellular Communications, Inc. (the "Company") in the United
States District Court for the Eastern District of New York.
The complaint alleges that the Company's proposed merger
(the "Merger") with a subsidiary of AT&T would violate Section 7
of the Clayton Act by decreasing competition in an alleged
cellular network equipment market and eliminating competition
between AT&T and the Company in an alleged long distance cellular
service market. The plaintiffs request a prompt hearing, a
preliminary injunction, a judgment that the Merger violates
Section 7 of the Clayton Act, and a permanent injunction
prohibiting AT&T and the Company from merging, consolidating or
affiliating pursuant to the Merger or otherwise and prohibiting
AT&T from acquiring any direct or indirect interest in the
Company, in addition to costs and reasonable attorneys' fees.
On September 14, 1994, the parties entered into a
Stipulation and Order, as a result of which the plaintiffs'
request for a preliminary injunction enjoining completion of the
Merger was withdrawn and AT&T agreed to certain limitations on
the conduct of the Company's business after closing of the Merger
and until December 31, 1994. The Stipulation and Order also
provides that a trial on the merits of plaintiffs' request for
permanent injunctive relief will commence on November 1, 1994.
The closing of the Merger remains subject to the receipt of
Federal Communications Commission approval.<PAGE>
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of businesses to be acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
99(a) Stipulation and Order, dated September 14, 1994<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
McCAW CELLULAR COMMUNICATIONS, INC.
ANDREW A. QUARTNER
-------------------------------
Andrew A. Quartner
Senior Vice President
Date: September 14, 1994<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number
99(a) Stipulation and Order, dated September 14, 1994
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
___________________________________
)
BELL ATLANTIC CORPORATION, BELL )
ATLANTIC MOBILE SYSTEMS, INC., )
NYNEX CORPORATION and NYNEX MOBILE )
COMMUNICATIONS CO., )
)
Plaintiffs, ) CV 94-3682 (ERK)
)
-against- ) STIPULATION AND ORDER
)
AT&T CORP. and MCCAW CELLULAR )
COMMUNICATIONS, INC., )
)
Defendants. )
___________________________________)
After a hearing on September 13, 1994, and all counsel
having had an opportunity to appear and be heard, and the Court
having found good cause therefor, it is, on stipulation of the
parties, hereby ORDERED that:
A. Upon closing of the merger and until December 31,
1994:
1. McCaw shall not increase its long-distance prices
to cellular customers, and AT&T shall not initiate tariff
filings that increase long-distance prices to plaintiffs'
cellular customers other than through tariffs that do not
distinguish between cellular-originated and landline-
originated calls.
2. In the event of any increase by defendants in the
prices charged to plaintiffs for cellular network equipment
or software that plaintiffs believe are improper, plaintiffs
may apply to the Court for any appropriate relief.
3. AT&T shall not furnish to McCaw, or use in
marketing McCaw's services, lists of, or usage information
concerning, cellular customers of plaintiffs who have
presubscribed to AT&T's long distance service for their
cellular service.
4. AT&T may elect the board of directors of McCaw and
exercise management and direction as required (a) under
applicable FCC and state regulatory rules and regulations,
(b) to permit the merger to qualify as a tax-free merger,
(c) for pooling of interests accounting treatment, (d) to
allow McCaw to undertake acquisitions or PCS bids or to
finance or fund McCaw's operations, and (e) to comply with
the Section I(D) order under the MFJ and defendants'
stipulation with the United States in United States v. AT&T
Corp., No. 94-01555 (HHG), in the United States District
Court for the District of Columbia. AT&T will not take any
action to alter the current practices of McCaw's cellular
systems. No physical assets or intellectual property shall
be transferred between defendants outside the ordinary
course of business absent prior notice to plaintiffs.
5. AT&T will not take any action that will reduce its
allocation of resources or personnel or level of support
with respect to the development or availability of cellular
network equipment or associated software purchased by or
developed for plaintiffs or the provision of installation,
delivery, maintenance and repair services for such equipment
or software, where such action adversely affects plaintiffs'
business.
6. No new compensation programs shall be introduced
that reward AT&T officers, directors or employees for
McCaw's performance.
7. AT&T will not transfer employees to or from McCaw
without providing notice to plaintiffs that describes
generally the employees to be transferred.
8. AT&T shall engage in no new proprietary
development of cellular network equipment, including
software, or cellular long-distance services for McCaw.
9. McCaw shall not pay any dividends to AT&T without
Court approval.
B. In addition:
1. A trial on the merits of plaintiffs' request for
permanent injunctive relief will commence on November 1,
1994.
2. Plaintiffs hereby withdraw their request for
preliminary injunctive relief to enjoin the merger. The
requirement in the Court's Order dated August 26, 1994, for
three days' notice of closing is vacated. Except for
actions in the FCC and Tunney Act proceedings and any
reviews thereof or appeals therefrom, plaintiffs shall take
no other action seeking to prevent, delay or otherwise
interfere with the closing of the merger.
3. Nothing in this Stipulation and Order constitutes
an admission and nothing in this Stipulation and Order shall
be admissible or used in any form in any other proceeding.
The provisions of this Paragraph B.2 and B.3 shall not
expire upon the termination of the other provisions of this
Stipulation and Order.
Brooklyn, New York
September 14, 1994
Stipulated to:
DONALD G. KEMPF, JR.
----------------------------
Counsel for Plaintiffs
DAVID W. CARPENTER
-----------------------------
Counsel for AT&T
ANDREW W. HAYES
-----------------------------
Counsel for McCaw
SO ORDERED:
EDWARD R. KORMAN
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Edward R. Korman
U.S.D.J.
