SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1993
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________________ to ________________
Commission File No. 1-9854
___________________________________________________________________________
McCAW CELLULAR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1379052
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5400 Carillon Point
Kirkland, Washington 98033
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(206) 827-4500
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which registered
Class A Common Stock, Pacific Stock Exchange
Par Value $.01 per share
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X
No ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates
of the registrant on March 15, 1994, based on the last reported sales price
by Nasdaq National Market on March 15, 1994, was approximately $5.65
billion.
As of March 15, 1994, 149,154,106 shares of Class A Common Stock,
par value $.01 per share, were outstanding and 59,858,797 shares of Class B
Common Stock, par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement relating
to its 1993 annual meeting of stockholders are incorporated by reference
into Part III as set forth herein. Such proxy statement will be filed with
the Securities and Exchange Commission not later than 120 days after the
registrant's fiscal year ended December 31, 1993.<PAGE>
<PAGE> 1
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K
(a)(1) Consolidated Financial Statements of McCaw Cellular
Communications, Inc. and Subsidiary Companies:**
- Report of Arthur Andersen & Co., Independent Public
Accountants
- Report of Ernst & Young, Independent Auditors
- Balance Sheets as of December 31, 1993 and 1992
- Statements of Operations for the Years Ended
December 31, 1993, 1992 and 1991
- Statements of Changes in Stockholders' Investment
(Deficiency) for the Years Ended December 31, 1993,
1992 and 1991
- Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991
- Notes to Financial Statements for December 31, 1993
Combined Financial Statements of LIN's Unconsolidated
Affiliates**
- Report of Ernst & Young, Independent Auditors
- Independent Auditors' Report
- Report of Independent Public Accountants
- Combined Balance Sheets at December 31, 1993 and
1992
- Combined Statements of Income for the Years Ended
December 31, 1993, 1992 and 1991
- Combined Statements of Ventures' Equity for the
Years Ended December 31, 1993, 1992 and 1991
- Combined Statements of Cash Flows for the Years
Ended December 31, 1993, 1992 and 1991
- Notes to Combined Financial Statements for December
31, 1993
(a)(2) Financial Statement Schedules of McCaw Cellular
Communications, Inc. and Subsidiary Companies:
Report of Arthur Andersen & Co., Independent Public
Accountants
Schedule II - Amounts Receivable from Related Parties
and Underwriters, Promoters and
Employees Other than Related Parties
Schedule III - Condensed Financial Information of McCaw
Cellular Communications, Inc. (parent
company only) for the Years Ended
December 31, 1993 and 1992
Schedule X - Supplementary Income Statement
Information for the Years Ended December
31, 1993, 1992 and 1991
<PAGE>
<PAGE> 2
(a)(3) Financial Statement Schedules of LIN's Unconsolidated
Affiliates**
Schedule II - Amounts Receivable from Related
Parties for the Years Ended December
31, 1993, 1992 and 1991
Schedule IV - Indebtedness to Related Parties for
the Years Ended December 31, 1993,
1992 and 1991
Schedule V - Property and Equipment for the Years
Ended December 31, 1993, 1992 and 1991
Schedule VI- Accumulated Depreciation and
Amortization of Property and Equipment
for the Years Ended December 31, 1993,
1992 and 1992
Schedule VIII - Valuation and Qualifying Accounts and
Reserves for the Years Ended December
31, 1993, 1992 and 1991
Schedule X - Supplementary Income Statement
Information for the Years Ended
December 31, 1993, 1992 and 1991
(a)(4) Exhibit Index**
2.1 Agreement and Plan of Merger, dated August 16, 1993,
among American Telephone and Telegraph Company, Ridge
Merger Corporation and McCaw Cellular Communications,
Inc. (incorporated by reference to Exhibit 2(a) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, as amended)
3.1 Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992)
3.2 By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992)
10.1 Credit Agreement, dated as of February 8, 1994, between
AT&T and MCCI Acquisitions, Inc.
10.2 Credit Agreement, dated as of December 3, 1993
10.3 Credit Agreement, dated as of February 26, 1990, as
amended and restated
10.4 Stock Pledge Agreement of McCaw Cellular, Inc.,
together with Amendment to Stock Pledge Agreement
(incorporated by reference to Exhibit 10.11 to
Registration Statement No. 33-15727)
10.5* Amended and Restated Equity Purchase Program
(incorporated by reference to Exhibit 4.1 to
Registration Statement No. 33-20985)
10.6* Amended and Restated 1983 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 4.3 to
Registration Statement No. 33-27820)
10.7* Employee Stock Purchase Plan (incorporated by reference
to Exhibit 4.8 to Registration Statement No. 33-20985)
<PAGE>
<PAGE> 3
10.8* Amended and Restated 1987 Stock Option Plan
(incorporated by reference to Exhibit 4.6 to
Registration Statement No. 33-20985)
10.9 Purchase Agreement between McCaw Cellular
Communications, Inc. and British Telecom USA Holdings,
Inc. (incorporated by reference to Exhibit 10.16 to
Registration Statement No. 33-32874)
10.10 Guaranty Agreement between McCaw Cellular
Communications, Inc. and British Telecommunications
plc. (incorporated by reference to Exhibit 10.17 to
Registration Statement No. 33-32874)
10.11 Shareholders Agreement, dated May 31, 1989, as amended
December 31, 1989, among McCaw Cellular Communications,
Inc., the Jordan and Taylor Trusts, Craig, John, Bruce
and Keith McCaw and the other parties named therein
(incorporated by reference to Exhibit 10.18 to
Registration Statement No. 33-32874)
10.12 Shareholders Agreement, dated June 20, 1989 among McCaw
Cellular Communications, Inc., British Telecom USA
Holdings, Inc. and Craig, John, Bruce and Keith McCaw
(incorporated by reference to Exhibit 10.19 to
Registration Statement No. 33-32874)
10.13 Agreement, dated December 11, 1989, between McCaw, MMM
Holdings, Inc. and LIN (incorporated by reference to
Exhibit 10.20 to Registration Statement No. 33-32874)
10.14 Private Market Value Guarantee, dated December 11, 1989
(incorporated by reference to Exhibit 10.21 to
Registration Statement No. 33-32874)
10.15* Employment Agreement, dated as of November 1, 1991, of
James L. Barksdale (incorporated by reference to
Exhibit 10.15 to the McCaw Cellular Communications Inc.
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991)
10.16* Employment Agreement, dated as of March 23, 1989,of
Peter L.S. Currie
10.17 Agreement of Purchase and Partnership Contribution and
other related agreements in connection with the Bay
Area Transaction (incorporated by reference to Exhibit
28 to the Company's Current Report on Form 8-K dated
October 1, 1991)
10.18 Agreement of Purchase and Sale, dated as of April 10,
1991, by and between BellSouth Enterprises, Inc. and
Rochester Cellular Corporation and McCaw Cellular
Communications, Inc., Cellular Fund, Inc. and McCaw
Cellular, Inc. (incorporated by reference to Exhibit
10.18 to the McCaw Cellular Communications, Inc. Annual
Report on Form 10-K for the fiscal year ended December
31, 1991)
10.19* Employment Agreement, dated as of May 31, 1990, of Tom
A. Alberg (incorporated by reference to Exhibit 10.22
to the McCaw Cellular Communications, Inc. Annual
Report on Form 10-K for the fiscal year ended December
31, 1991)<PAGE>
<PAGE> 4
10.20* McCaw Cellular Communications, Inc. 401(k) Plan, dated
as of July 1, 1991 (incorporated by reference to
Exhibit 10.23 to the McCaw Cellular Communications,
Inc. Annual Report on Form 10-K for the fiscal year
ended December 31, 1991)
10.21* 1992 Stock Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.24 to the
McCaw Cellular Communications, Inc. Annual Report on
Form 10-K for the fiscal year ended December 31, 1991)
10.22* 1992 Stock Option Plan for British Telecom
Directorships (incorporated by reference to Exhibit
10.25 to the McCaw Cellular Communications, Inc. Annual
Report on Form 10-K for the fiscal year ended December
31, 1991)
10.23 Purchase and Sale Agreement, dated as of July 31, 1992,
among McCaw Cellular Communications, Inc., Associated
Communications Corporation and Celcom Communications
Corporation of Pittsburgh, and other related agreements
in connection with the McCaw/Associated Joint Venture
(incorporated by reference to Exhibit 10.24 to the
McCaw Cellular Communications, Inc. Annual Report on
Form 10-K for the fiscal year ended December 31, 1992)
10.24* McCaw Employee Plan, established in connection with
AT&T Merger Agreement
10.25* McCaw Cellular Communications, Inc. Deferred
Compensation Plan, dated December 15, 1993
21 Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Ernst & Young
23.3 Consent of Deloitte & Touche
23.4 Consent of Arthur Andersen & Co.
24 Powers of attorney with respect to certain signatures
* Management contract or compensatory plan or
arrangement.
** Previously filed.
(b) Reports on Form 8-K
There was one report on Form 8-K filed during the quarter
ended December 31, 1993:
December 3, 1993: Announcing redemption of all of the
Company's publicly held debt.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
McCAW CELLULAR COMMUNICATIONS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Andrew A. Quartner
Senior Vice President-Law
April 28, 1994
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
Financial Statement Schedules of McCaw Cellular
Communications, Inc. and Subsidiary Companies:
Report of Arthur Andersen & Co., Independent
Public Accountants......................................F-1
Schedule II - Amounts Receivable from Related
Parties and Underwriters, Promoters
and Employees Other than
Related Parties.........................F-2
Schedule III - Condensed Financial Information
of McCaw Cellular Communications,
Inc. (parent company only)
for the Years Ended December 31,
1993 and 1992..........................F-5
Schedule X - Supplementary Income Statement
Information for the Years Ended
December 31, 1993, 1992 and 1991.......F-13
<PAGE>
<PAGE> F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing
standards, the financial statements of McCaw Cellular
Communications, Inc. and subsidiary companies (the Company) filed
as part of this Form 10-K and have issued our report thereon
dated March 30, 1994, not presented separately herein. Our audit
was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in
the accompanying index are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not
part of the basic financial statements. These schedules have
been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly state
in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken
as a whole.
Our report includes an explanatory paragraph with respect to the
change in the method of accounting for income taxes effective
January 1, 1991, as explained in Note 1 to the Company's
consolidated financial statements.
ARTHUR ANDERSEN & CO.
Seattle, Washington
March 30, 1994
<PAGE>
<PAGE> F-2
<TABLE>
McCAW CELLULAR COMMUNICATIONS, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE II
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars In Thousands)
<CAPTION>
Deductions Balance at end of year
-------------------------- -------------------------
Balance
beginning Amounts Amounts
Year of year Additions collected written off Current Not current
- ---- --------- --------- --------- ----------- ------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
1993 Houston Cellular $20,219 $ -- $(18,564) $ -- $1,655 (A) $ --
Telephone Company
American Mobile 7,580 20,087 -- -- -- 27,667 (B)
Satellite Company
Galveston Cellular 1,238 -- -- -- 1,238 (A) --
Telephone Company
John Chapple 449 -- -- -- 449 (C) --
James Barksdale 250 -- (250) -- -- --
Roxanne Jozwick 141 -- (117) -- 24 (G) --
N. Bruce Walko 108 -- -- (27) 13 (D) 68 (D)
Jose Felipe 120 -- -- (40) 40 (E) 40 (E)
William Oberlink 210 -- -- (30) 30 (F) 150 (F)
Richard Bryan -- 635 (26) -- 609 (G) --
Atlas Cellular
Corporation -- 4,000 -- -- -- 4,000 (I)
Louisiana-1
Joint Venture -- 1,231 -- -- -- 1,231 (J)
ICTC, Inc. -- 839 -- -- -- 839 (K)
John Stanton -- 469 (469) -- -- --
Richard P. Begert -- 215 (215) (G) -- -- --
------- ------- ------- ------- ------- -------
$30,315 $27,476 $(19,641) $(97) $4,058 $33,995
======= ======= ========= ======= ======= =======
(continued)<PAGE>
<PAGE> F-3
McCAW CELLULAR COMMUNICATIONS, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE II (continued)
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars In Thousands)
<CAPTION>
Deductions Balance at end of year
-------------------------- -------------------------
Balance
beginning Amounts Amounts
Year of year Additions collected written off Current Not current
- ---- --------- --------- --------- ----------- ------- -----------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1992 Houston Cellular $17,407 $2,812 $ -- $ -- $ -- $20,219 (A)
Telephone Company
American Mobile -- 7,580 -- -- -- 7,580 (B)
Satellite Company
Galveston Cellular -- 1,238 -- -- -- 1,238 (A)
Telephone Company
John Chapple 449 -- -- -- 449 (C) --
James Barksdale -- 450 (200) -- 250 (G) --
Roxanne Jozwick -- 141 -- -- 141 (G) --
N. Bruce Walko -- 108 -- -- 108 (D) --
Jose Felipe -- 120 -- -- 40 (E) 80 (E)
William Oberlink -- 210 -- -- 30 (F) 180 (F)
John Stanton -- 389 (389) -- -- --
------- ------- ------- ------- ------- -------
$17,856 $13,048 $(589) $ 0 $1,018 $29,297
======= ======= ========= ======= ======= =======
1991 Houston Cellular $11,782 $5,625 $ -- $ -- $ -- $17,407 (A)
Telephone Company
John Chapple 449 -- -- -- 449 (C) --
Craig McCaw 135 1,272 (1,414) -- (7) (H) --
John McCaw 3 218 (221) -- -- --
------- ------- ------- ------- ------- -------
$12,369 $7,115 $(1,635) $ 0 $442 $17,407
======= ======= ========= ======= ======= =======
(continued)
</TABLE>
<PAGE>
<PAGE> F-4
McCAW CELLULAR COMMUNICATIONS, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE II (continued)
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars In Thousands)
(A) Loans bear interest at Prime + 1%, are collateralized by
cellular system equipment and are due June of 1994.
(B) Loan bears interest through December 31, 1992 at 12%; 10%
thereafter. Amount was repaid in full subsequent to December
31, 1993.
(C) December 31, 1993, 1992, and 1991 balances are comprised of two
notes. Note for $84 is unsecured, non-interest bearing and due
upon demand. Note for $365 is unsecured, non-interest bearing
and due within 90 days of voluntary termination of employment
or within one year of involuntary termination of employment.
(D) Loan is secured, non-interest bearing and will be repaid in
equal monthly payments over a two year period beginning
September of 1994.
(E) Note is unsecured, non-interest bearing and is forgiven in
equal amounts over a three year period.
(F) Note is unsecured, non-interest bearing and is forgiven in
equal amounts over a seven year period.
(G) Represents employee advances to facilitate moves to their
current locations. Amounts have been repaid in full during
1993 and 1994.
(H) Represents activity of Craig McCaw and his wholly owned
company, COMCO Broadcasting, Inc. The loans bear interest at
10% per annum.
(I) Loan bears interest at Prime + 1 1/2% and is secured. Loan
will be repaid in quarterly installments beginning in September
1996 and is due in full in August 1998.
(J) Loan bears interest at Prime + 1 1/2% and is secured by the
assets of the borrower. Loan will be repaid in quarterly
installments beginning in June 1996 and is due in full in June
2001.
(K) Loan bears interest at Prime + 2 1/2%, is secured by the assets
of the borrower, and is due in full in December 1996.
<PAGE>
<PAGE> F-5
SCHEDULE III
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
BALANCE SHEETS
DECEMBER 31, 1993 AND 1992
(Dollars In Thousands Except Per Share Amounts)
ASSETS
1993 1992
---- ----
Current assets:
Cash and cash equivalents $30,505 $1,383
Marketable securities -- 15,548
Due from affiliates 15,002 13,815
Accounts receivable, other 3,717 3,462
Other 2,310 2,035
------- -------
Total current assets 51,534 36,243
Property and equipment, net of
accumulated depreciation
and amortization
(1993, $21,497; 1992, $14,916) 46,092 40,873
Investments in and advances
to subsidiaries 3,310,494 3,057,961
Other assets 24,812 100,822
------- -------
$3,432,932 $3,235,899
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $4,765 $27,193
Accrued expenses 48,895 63,995
Other 648 648
------- -------
Total current liabilities 54,308 91,836
------- ------
(continued)<PAGE>
<PAGE> F-6
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
BALANCE SHEETS
DECEMBER 31, 1993 AND 1992
(Dollars In Thousands Except Per Share Amounts)
LIABILITIES AND STOCKHOLDERS DEFICIENCY (continued)
1993 1992
---- ----
Long-term debt:
Revolving credit and term
loan agreements 3,416,528 2,229,650
12.95% senior subordinated
debentures due 1999 -- 528,149
14% senior subordinated
debentures due 1998 -- 396,285
8% convertible senior
subordinated debentures
due 2008 -- 114,234
Convertible senior subordinated
discount debentures due 2008 -- 285,486
--------- ---------
Total long-term debt 3,416,528 3,553,804
--------- ---------
Total liabilities 3,470,836 3,645,640
--------- ---------
Commitments and contingencies
Stockholders deficiency:
Preferred stock, $0.01 par:
Authorized 10,000,000 shares;
none issued -- --
Common stock, $0.01 par:
Class A: Authorized 400,000,000
shares; issued and outstanding,
1993, 148,411,196;
1992, 124,769,731 1,484 1,247
Class B: Authorized 200,000,000
shares; issued and outstanding,
1993, 60,142,047;
1992, 61,356,282 602 614
Additional paid-in capital 2,888,565 2,244,637
Deficit (2,928,555) (2,656,239)
--------- ---------
Total stockholders deficiency (37,904) (409,741)
--------- ---------
$3,432,932 $3,235,899
========== ==========
See notes to condensed financial statements.<PAGE>
<PAGE> F-7
<TABLE>
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(Dollars In Thousands)
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Affiliate revenue $8,481 $8,460 $6,873
------- ------- -------
Expenses:
Operating 20,103 12,928 8,320
Corporate 10,042 10,486 8,410
Depreciation 6,201 4,775 4,109
Valuation loss on equipment 3,150 -- --
Amortization of intangible assets 2,214 2,431 10
------- ------- -------
41,710 30,620 20,849
------- ------- -------
Loss from operations (33,229) (22,160) (13,976)
------- ------- -------
Other income (expense):
Interest expense (283,319) (322,872) (364,565)
Interest income 3,309 2,940 7,189
Gain (loss) on disposition
of assets, net (501) 591 (3,438)
Other (48,126) -- 6,241
------- ------- -------
(328,637) (319,341) (354,573)
--------- --------- ---------
(continued)<PAGE>
<PAGE> F-8
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
STATEMENTS OF OPERATIONS (continued)
YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(Dollars In Thousands)
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Loss before income tax benefit,
subsidiaries loss and
extraordinary item (361,866) (341,501) (368,549)
Income tax benefit 137,509 116,110 125,307
--------- --------- ---------
Loss before subsidiaries loss
and extraordinary item (224,357) (225,391) (243,242)
Equity in loss of subsidiaries (8,344) (60,215) (1,988,123)
--------- --------- ---------
Net loss before extraordinary item (232,701) (285,606) (2,231,365)
Extraordinary item: Loss on
early extinguishment of debt,
net of income tax benefit (39,615) -- --
--------- --------- ---------
Net loss (272,316) (285,606) (2,231,365)
Deficit, beginning of year (2,656,239) (2,363,613) (113,803)
Accretion of mandatory repurchase
obligation, net of
McCaw Cellular, Inc. -- (7,020) (18,445)
--------- --------- ---------
Deficit, end of year $(2,928,555) $(2,656,239) $(2,363,613)
============ ============ ============
See notes to condensed financial statements.
<PAGE>
<PAGE> F-9
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(Dollars In Thousands)
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Operating activities:
Net loss $(272,316) $(285,606) $(2,231,365)
---------- ---------- ------------
Adjustments to reconcile net
loss to net cash used in
operating activities:
Equity in loss of subsidiaries 8,344 60,215 1,988,123
Income tax benefit (137,509) (116,110) (125,307)
Depreciation, amortization
and valuation loss
on equipment 11,565 7,206 4,119
(Gain) loss on disposition
of assets, net 501 (591) 3,438
Premiums on early extinguishment
of debt 43,631 -- --
Other 71,535 -- (6,241)
Amortization of costs associated
with long-term debt 19,034 28,101 45,003
Changes in operating assets
and liabilities:
Other current assets (5,973) (6,739) (5,761)
Accounts payable (22,428) 11,604 11,055
Accrued expenses (15,101) (1,270) 2,094
Unearned revenues and
customer deposits -- 648 --
Dividends from subsidiary 16,256 9,383 10,932
Other 1,810 3,944 6,621
------- ------- -------
(8,335) (3,609) 1,934,076
------- ------- -------
Net cash used in
operating activities (280,651) (289,215) (297,289)
-------- -------- --------
(continued)<PAGE>
<PAGE> F-10
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
STATEMENTS OF CASH FLOWS (continued)
YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(Dollars In Thousands)
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Investing activities:
Purchase of:
Marketable securities $(2,591) $(24,719) $(74,255)
Property and equipment (15,519) (24,847) (4,325)
Other assets (9,627) (9,962) (4,916)
Sale or redemption of
marketable securities 18,268 37,565 64,280
Proceeds from investments
in subsidiary warrants -- 46,094 --
Decrease (increase) in
investments in and advances
to subsidiaries (24,924) (187,684) 234,528
-------- -------- --------
Net cash provided by (used in)
investing activities (34,393) (163,553) 215,312
-------- -------- --------
Financing activities:
Proceeds from long-term debt 1,930,350 439,650 360,000
Principal and premium payments on
long-term debt (2,020,695) -- (390,434)
Proceeds from issuance of
common stock 434,511 14,564 3,617
Deferred financing costs -- (465) (2,359)
-------- -------- --------
Net cash provided by (used in)
financing activities 344,166 453,749 (29,176)
-------- -------- --------
Increase (decrease) in cash and cash
equivalents 29,122 981 (111,153)
Cash and cash equivalents,
beginning of year 1,383 402 111,555
-------- -------- --------
Cash and cash equivalents, end of year $30,505 $1,383 $402
======== ======== ========
(continued)<PAGE>
<PAGE> F-11
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
STATEMENTS OF CASH FLOWS (continued)
YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(Dollars In Thousands)
<CAPTION>
1993 1992 1991
---- ---- ----
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<S> <C> <C> <C>
Cash paid for interest $314,613 $295,397 $319,323
======== ======== ========
Noncash investing and financing activities:
1993
- ----
The Parent Company exchanged 3.8 million shares of Class A Common Stock for $113.9 million
principal amount of outstanding convertible debentures.
The Parent Company completed the acquisition of interests in several A Block cellular licensees
in exchange for approximately 2.2 million shares of the Parent Company's Class A Common Stock
worth an approximate $96.1 million.
1991
- ----
The Parent Company exchanged 2.4 million shares of Class A Common Stock for $68.7 million
principal amount of outstanding debentures.
</TABLE>
<PAGE>
<PAGE> F-12
SCHEDULE III (continued)
CONDENSED FINANCIAL INFORMATION
McCAW CELLULAR COMMUNICATIONS, INC.
(PARENT COMPANY ONLY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1993
This Schedule III and the related notes should be read in
conjunction with the Consolidated Financial Statements and Notes
thereto.
1. Affiliate revenue:
Affiliate revenue consists of fees charged to LIN and other
subsidiaries for management and other services. Fees
charged to LIN are approved by the non-McCaw directors of
LIN. Fees charged to LIN for services provided in 1993,
1992 and 1991 were approximately $6.6 million, $6.6 million
and $5.8 million respectively.
2. Long term debt maturities:
Following is a schedule of maturities of long-term debt for
each of the next five years and thereafter:
Year Ending December 31, Maturities
(In Thousands)
1994 $--
1995 --
1996 340,000
1997 680,000
1998 866,500
Thereafter 1,530,028
---------
$3,416,528
==========
<PAGE>
<PAGE> F-13
McCAW CELLULAR COMMUNICATIONS, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars In Thousands)
Charged to
cost and expenses
----------------------------------
Item 1993 1992 1991
- -------------------- ---- ---- ----
Amortization of intangibles:
Licensing costs $107,958 $105,366 $105,786
Other intangible assets 70,402 100,086 95,831
Advertising costs 61,498 51,672 42,170
Taxes, other than payroll
and income taxes 23,655 20,282 15,638
