SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) MARCH 9, 1998
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CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19363 13-3221852
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212)906-8480
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 9, 1998, Cellular Communications International, Inc. (the
"Company"), announced that it was extending its previously announced offer to
purchase all of its outstanding 13-1/4% Senior Discount Notes due 2000 and that
it was amending the minimum tender condition of the offer to reduce the minimum
percentage of Senior Notes required to be validly tendered from 90% to 80%. The
offer has been extended through 5:00 p.m., New York City time, on Tuesday, March
17, 1998. According to The Chase Manhattan Bank, the depositary for the
solicitation, approximately $232,389,000 (82.55%) aggregate principal amount at
maturity of Senior Notes had been tendered as of 5:00 p.m., New York City time,
on Monday, March 9, 1998.
A copy of the press release issued by the Company announcing the above is
attached hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibits
99 Press Release issued March 9, 1998.
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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.
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
By: \s\ Richard J. Lubasch
Name: Richard J. Lubasch
Title: Senior Vice President, Treasurer, Secretary
and General Counsel
Dated: March 11, 1998
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EXHIBIT INDEX
Exhibit Page
99 Press Release issued on March 9, 1998.
EXHIBIT 99
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
EXTENDS OFFER FOR ITS 13-1/4% SENIOR DISCOUNT NOTES
AND REDUCES PERCENTAGE REQUIRED TO BE TENDERED
NEW YORK, NY, March 9, 1998 -- Cellular Communications International, Inc.
(Nasdaq: CCIL) today announced that it is extending its previously announced
offer to purchase all of its outstanding 13-1/4% Senior Discount Notes due 2000
and that it is amending the minimum tender condition of the offer to reduce the
minimum percentage of Senior Notes required to be validly tendered from 90% to
80%. The offer has been extended through 5:00 p.m., New York City time, on
Tuesday, March 17, 1998. According to The Chase Manhattan Bank, the depositary
for the solicitation, approximately $232,389,000 (82.55%) aggregate principal
amount at maturity of Senior Notes had been tendered as of 5:00 p.m., New York
City time, on Monday, March 9, 1998.
On February 23, 1998, the Company announced that it had received consents
from the holders of $232,208,000 (82.48%) of the outstanding Senior Notes in
connection with its previously announced solicitation, made in conjunction with
the offer, of consents to amend the indenture pursuant to which the Senior Notes
were issued. A supplemental indenture was executed promptly following such
announcement.
Senior Note holders may obtain information relating to the offer by
contacting Donaldson, Lufkin & Jenrette Securities Corporation, the financial
advisor for the Solicitation, collect at (212) 892-7933 or toll free at (888)
645-2218 attention: Curtis Dickinson.
