SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 18, 1998
-----------------
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19363 13-3221852
- --------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212)906-8480
-------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On December 18, 1998, Cellular Communications International, Inc. (the
"Company") commenced a tender offer with concurrent consent solicitations for
its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. Under the terms of
the offer, the Company will purchase the outstanding Notes at a purchase price
determined by reference to a fixed spread of 50 basis points over the
semi-annual equivalent yield to maturity on the France O.A.T. 6.75% due April
25, 2002 on the second business day preceding the expiration date of the tender
offer, of which an amount equal to $15 will constitute a consent payment per
Euro 1,000 principal amount of Notes that will be paid only for Notes tendered
prior to the termination of the consent solicitation.
The consent solicitation will expire at 12:00 midnight, New York City time,
on January 5, 1999 and the tender offer will expire at 12:00 midnight, New York
City time, on January 20, 1999. Holders who tender their securities in the
tender offer will be deemed to have submitted consents in the consent
solicitation. Holders may not deliver consents without tendering their Notes.
Holders must tender their Notes prior to 12:00 midnight, New York City time, on
January 5, 1999 in order to receive the consent fee. Holders who tender their
Notes after such date and before the expiration date of 12:00 midnight, New York
City time, on January 20, 1999 will receive the purchase price for their
securities, but will not receive the consent fee.
The tender offer and consent solicitation 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
dated December 18, 1998.
Item 7. Financial Statements and Exhibits.
Exhibits
99 Press Release issued December 18, 1998.
<PAGE>
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.
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
By: \s\ Richard J. Lubasch
-------------------------------------------
Name: Richard J. Lubasch
Title: Senior Vice President, Treasurer,
Secretary and General Counsel
Dated: December 18, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Page
99 Press Release issued December 18, 1998.
Cellular Communications International Announces Offer to Purchase
Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005
ISIN Nos. X30087309976 and XS0085495082
-------------------------
NEW YORK, NEW YORK, DECEMBER 18, 1998 -- Cellular Communications
International, Inc. (NASDAQ: CCIL) today commenced a tender offer with
concurrent consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount
Notes Due 2005. Under the terms of the offer, the Company will purchase the
outstanding Notes at a purchase price determined by reference to a fixed spread
of 50 basis points over the semi-annual equivalent yield to maturity on the
France O.A.T. 6.75% due April 25, 2002 on the second business day preceding the
expiration date of the tender offer, of which an amount equal to $15 will
constitute a consent payment per Euro 1,000 principal amount of Notes that will
be paid only for Notes tendered prior to the termination of the consent
solicitation.
The consent solicitation will expire at 12:00 midnight, New York City time,
on January 5, 1999 and the tender offer will expire at 12:00 midnight, New York
City time, on January 20, 1999. Holders who tender their securities in the
tender offer will be deemed to have submitted consents in the consent
solicitation. Holders may not deliver consents without tendering their Notes.
Holders must tender their Notes prior to 12:00 midnight, New York City time, on
January 5, 1999 in order to receive the consent fee. Holders who tender their
Notes after such date and before the expiration date of 12:00 midnight, New York
City time, on January 20, 1999 will receive the purchase price for their
securities, but will not receive the consent fee.
The tender offer and consent solicitation 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
dated December 18, 1998.
Goldman Sachs International and Lehman Brothers will act 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
