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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Cellular Communications International, Inc.
(Name of Subject Company)
Cellular Communications International, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
150918 10 0
(CUSIP Number of Class of Securities)
Richard J. Lubasch, Esq.
Senior Vice President, General Counsel and Secretary
Cellular Communications International, Inc.
110 East 59th Street
New York, NY 10022
(212) 906-8480
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement).
With Copies to:
Thomas H. Kennedy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
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This Amendment No. 1 supplements and amends the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed
on December 17, 1998 (the "Schedule 14D-9") by Cellular Communications
International, Inc., a Delaware corporation (the "Company") relating to the
tender offer by Kensington Acquisition Sub, Inc., a Delaware corporation
(the "Purchaser"), disclosed in a Tender Offer Statement on Schedule 14D-1
dated December 17, 1998 (the "Schedule 14D-1"), to purchase all of the
outstanding shares of common stock, par value $.01 per share, of the
Company (the "Shares"), including the Preferred Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement (the "Rights Agreement")
dated as of November 8, 1990, between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent, at $65.75 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 17, 1998 (the "Offer to Purchase"),
and the related Letter of Transmittal (which together constitute the
"Offer"). Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in the Schedule 14D-9.
ANNEX A Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 Thereunder
Annex A of the Schedule 14D-9 is hereby amended and supplemented by
inserting the language set forth below immediately following the first
paragraph in the section entitled, "Board of Directors - Right to Designate
Directors":
Purchaser has informed the Company that it will choose the
initial Purchaser Designees from among the persons set forth below.
With respect to the Purchaser Designees, the following table,
prepared from information furnished to the Company by Purchaser,
sets forth the name, occupation and age of each such Purchaser
Designee. Purchaser has informed the Company that each such
individual has consented to act as a director, if so designated. If
necessary, Purchaser may choose additional or other Purchaser
Designees, subject to the requirements of Rule 14f-1 promulgated
under the Exchange Act.
None of the Purchaser Designees (i) is currently a director
of, or holds any position with, the Company, (ii) has a familial
relationship with any directors or executive officers of the
Company or (iii) to the best knowledge of Purchaser, beneficially
owns any securities (or rights to acquire such securities) of the
Company, except as otherwise disclosed herein. The Company has been
advised by Purchaser that, to the best of Purchaser's knowledge,
none of the Purchaser Designees has been involved in any
transactions with the Company or any of its directors, executive
officers or affiliates which are required to be disclosed pursuant
to the rules and regulations of the Commission, except as may be
disclosed herein or in the Schedule 14D-9.
It is expected that the Purchaser Designees may assume
office at any time following the purchase by Purchaser of Shares
pursuant to the Offer, which purchase cannot be earlier than
January 15, 1999, and that, upon assuming office, the Purchaser
Designees will thereafter constitute at least a majority of the
Board of Directors. Purchaser has informed the Company that it will
choose the Purchaser Designees from the individuals shown in the
table below to serve on the Board of Directors.
The following table, prepared from information furnished to
the Company by Purchaser, sets forth the name, occupation and age
of each of the Purchaser Designees:
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
DURING THE PAST FIVE YEARS
Roberto Colaninno, Age 55 Mr. Colaninno has been Chief
Executive Officer of Olivetti since
September 1996. He has been Vice
Chairman of Omnitel since April
1997, and Chairman of the Parent
since December 1997. He has also
been Executive Vice President of
Sogefl S.p.A. since November 1996
and a Director and member of the
Chairman's Committee of Banca
Agricola Mantovana since October
1986. Finally, Mr. Colaninno was
Chief Executive Officer of Fiaam
from April 1974 to December 1996.
Mr. Colaninno is an Italian
citizen.
Marco DeBenedetti, Age 36 Mr. DeBenedetti is a member of the
Board of Directors, Co-President
and Co-Secretary of Purchaser. Mr.
DeBenedetti has been Managing
Director of the Parent since
December 1997 and Chairman of
Infostrada S.p.A. since October
1996. He has been Managing Director
of Olivetti Telemedia S.p.A. since
September 1994. Mr. DeBenedetti is
an Italian citizen.
Dr. Frank Esser, Age 40 Dr. Esser has served as Managing
Director of Mannesmann Eurokom GmbH
since 1996. He was head of the
finance department of Mannesmann
Eurokom GmbH from 1994 to 1996. Dr.
Esser is a German citizen.
Dr. Klaus Esser, Age 51 Dr. Esser has been a member of the
Olivetti Board of Directors since
February 1998. Dr. Esser currently
serves as Vice Chairman of the
Board of Directors of Mannesmann in
charge of finances. He has been
Head of the Tax Department of
Mannesmann since 1983 and a Member
of the Executive Board of
Mannesmann since 1994. Dr. Esser is
a German citizen.
Dr. Kurt J. Kinzius, Age 41 Dr. Kinzius is a member of the
Board of Directors, Co-President
and Co-Secretary of Purchaser. He
has been a member of the Board of
Directors of Mannesmann Eurokom
GmbH since October 1997. He was
head of the Strategic Development
Department of Mannesmann from
October 1994 to September 1997 and
head of the Finance Department of
Mannesmann Demag Ltd., London from
October 1990 to September 1994. Dr.
Kinzius is a German citizen.
Luciano La Noce, Age 49 Mr. La Noce has been Corporate
Finance Director of Olivetti since
1995. He was Deputy General Manager
of C.I.R. S.p.A. from 1994 to 1995
and Director of International
Finance of C.I.R. S.p.A. from 1985
to 1995. Mr. La Noce is an Italian
citizen.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 5, 1999
CELLULAR COMMUNICATIONS
INTERNATIONAL, INC.
/s/ RICHARD J. LUBASCH
_________________________________
Name: Richard J. Lubasch
Title: Senior Vice-President, General Counsel
