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) FEBRUARY 23, 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)
<PAGE>
Item 5. Other Events.
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On February 23 and February 24, 1998, Cellular Communications
International, Inc. (the "Company"), announced that it has received consents
from the holders of a majority of its outstanding 13 1/4% Senior Discount Notes
Due 2000 in connection with its previously announced solicitation of consents to
amend the indenture pursuant to which the Senior Notes were issued. The consent
solicitation is being made in conjunction with the Company's offer to purchase
for cash all of the outstanding Senior Notes. The offer to purchase will expire
at 5:00 p.m., New York City time, on March 9, 1998, unless extended.
A copy of the press releases issued by the Company announcing the above are
attached hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press Release issued on February 23, 1998.
99.2 Press Release issued on February 24, 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, Secretary
and General Counsel
Dated: February 24, 1998
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press Release issued on February 23, 1998.
99.2 Press Release issued on February 24, 1998.
EXHIBIT 99.1
[LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.]
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
ANNOUNCES RECEIPT OF REQUISITE CONSENTS
TO AMEND 13 1/4% SENIOR DISCOUNT NOTES
New York, New York (February 23, 1998) - Cellular Communications
International, Inc. (NASDAQ: CCIL) announced today that it has received consents
from the holders of a majority of its outstanding 13 1/4% Senior Discount Notes
Due 2000 in connection with its previously announced solicitation of consents to
amend the indenture pursuant to which the Senior Notes were issued. The consent
solicitation is being made in conjunction with the Company's offer to purchase
for cash all of the outstanding Senior Notes. According to The Chase Manhattan
Bank, the depository for the solicitation, approximately $158,847,000 aggregate
principal amount at maturity of Senior Notes had been tendered and related
consents delivered as of 5:00 p.m., New York City time, on Monday, February 23,
1998. The offer to purchase will expire at 5:00 p.m., New York City time, on
March 9, 1998, unless extended.
Security holders may obtain information relating to the solicitation by
contacting Donaldson, Lufkin & Jenrette Securities Corporation, the financial
advisor for the Solicitation, collect to Curtis Dickinson at (212) 892-7933 or
toll free at (888) 645-2218.
*****
For further information contact: Stanton N. Williams, Vice President-Chief
Financial Officer or Richard J. Lubasch, Senior Vice President-General Counsel
at (212)906-8480.
EXHIBIT 99.2
[LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.]
PRESS RELEASE
FOR IMMEDIATE RELEASE
Cellular Communications International Supplements Previous Announcement
Regarding Requisite Consents to Amend 13 1/4% Senior Discount Notes
NEW YORK, New York (February 24, 1998) - Cellular Communications International,
Inc. (NASDAQ:CCIL) today supplemented its announcement of yesterday regarding
the receipt of consents from the holders of a majority of its outstanding 13
1/4% Senior Discount Notes Due 2000 by announcing that based upon information
received from The Chase Manhattan Bank, the depository for the solicitation,
approximately $232,183,000 (or 82%) of the outstanding aggregate principal
amount at maturity of Senior Notes had been tendered and related consents
delivered as of the close of business yesterday, February 23, 1998.
The consent solicitation is being made in conjunction with the Company's offer
to purchase for cash all of the outstanding Senior Notes. The offer to purchase
will expire at 5:00 p.m., New York City time, on March 9, 1998, unless extended.
Security holders may obtain information relating to the solicitation by
contacting Donaldson, Lufkin & Jenrette Securities Corporation, the financial
advisor for the Solicitation, collect to Curtis Dickinson at 212/892-7933 or
toll free at 888/645-2218.
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Contact:
Stanton N. Williams,
Vice President-Chief Financial Officer
Richard J. Lubasch,
Senior Vice President-General Counsel
212/906-8480
