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 18, 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 18, 1998, Cellular Communications International, Inc. (the
"Company"), announced that its previously announced offer to purchase all of its
outstanding 13-1/4% Senior Discount Notes due 2000 expired on March 18, 1998 at
3:00 a.m. and that the Company accepted for payment $232,469,000 (82.58%)
aggregate principal amount at maturity of Senior Notes.
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 18, 1998.
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SIGNATURES
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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
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Name: Richard J. Lubasch
Title: Senior Vice President, Treasurer,
Secretary and General Counsel
Dated: March 19, 1998
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EXHIBIT INDEX
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Exhibit Page
99 Press Release issued on March 18, 1998.
EXHIBIT 99
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS INTERNATIONAL
OFFER FOR ITS 13-1/4% SENIOR DISCOUNT NOTES SUCCEEDS; FINANCING ALSO COMPLETED
NEW YORK, NY, March 18, 1998 -- Cellular Communications International, Inc.
(Nasdaq: CCIL) today announced that its previously announced offer to purchase
all of its outstanding 13-1/4% Senior Discount Notes due 2000 expired on March
18, 1998 at 3:00 a.m. and that the Company accepted for payment $232,469,000
(82.58%) aggregate principal amount at maturity of Senior Notes.
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 became effective on March 18, 1998.
The total cash consideration for holders of Senior Notes who tendered their
securities and consented to the amendment of the Indenture is $869.12 per $1,000
principal amount of Senior Notes. Payment will be made by the Company promptly
through the Depositary, The Chase Manhattan Bank.
The Company also announced that it had closed the sale of Euro 235,000,000
principal amount of its 9-1/2% Senior Discount Notes due 2005 and US $86,250,000
principal amount of its 6% Convertible Subordinated Notes due 2005.
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For information please contact:
(A) With respect to the tender and consent payment, The Chase Manhattan
Bank, the Depositary, at (212) 946-3348 attention Andrew Deck.
(B) With respect to the Company, Stanton N. Williams, Vice President - Chief
Financial Officer or Richard J. Lubasch, Senior Vice President-General
Counsel at (212) 906-8480.
