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 2, 1999
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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.
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On February 2, 1999, Cellular Communications International, Inc. ("CCIL")
announced that it had closed its tender offer and consent solicitation for its
Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. The tender offer expired
at 5:00 p.m., New York City time, on February 2, 1999. All of the outstanding
Notes were tendered for payment.
The total purchase price per Euro 1,000 principal amount at maturity of
tendered Notes will be Euro 855.00. The total purchase price was calculated on
January 29, 1999 pursuant to and in the manner set forth in the Offer to
Purchase and Consent Solicitation Statement dated December 18, 1998 . Of such
total purchase price, an amount equal to Euro 15.00 constituted a consent
payment per Euro 1,000 principal amount at maturity of Notes.
The announcement also described that the tender offer by Kensington
Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti
S.p.A., to acquire a majority of the outstanding shares of common stock of CCIL
has been closed with Kensington Acquisition Sub, Inc. acquiring 12,079,305
shares of CCIL's common stock, representing approximately 68.6% of the
outstanding shares of CCIL (or 55.4% of the shares on a fully diluted basis).
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.
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Exhibits
99 Press Release issued February 2, 1999
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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
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Name: Richard J. Lubasch
Title: Senior Vice President, Treasurer,
Secretary and General Counsel
Dated: February 3, 1999
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EXHIBIT INDEX
Exhibit Page
99 Press Release issued February 2, 1999
EXHIBIT 99
CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES
SUCCESSFUL CLOSE OF TENDER OFFER AND CONSENT SOLICITATION
RELATING TO ITS EURO 235,000,000 9-1/2% SENIOR DISCOUNT
NOTES DUE 2005
ISIN NOS. X30087309976 AND XS0085495082
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NEW YORK, NEW YORK, FEBRUARY 2, 1999 -- Cellular Communications International,
Inc. (NASDAQ: CCIL) announced today that it has closed its previously announced
tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior
Discount Notes Due 2005. The tender offer expired at 5:00 p.m., New York City
time, on February 2, 1999. All of the outstanding Notes were tendered for
payment.
The total purchase price per Euro 1,000 principal amount at maturity of tendered
Notes will be Euro 855.00. The total purchase price was calculated on January
29, 1999 pursuant to and in the manner set forth in the Offer to Purchase and
Consent Solicitation Statement dated December 18, 1998 . Of such total purchase
price, an amount equal to Euro 15.00 shall constitute a consent payment per Euro
1,000 principal amount at maturity of Notes.
The tender offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary
of Mannesmann AG and Olivetti S.p.A., to acquire a majority of the outstanding
shares of common stock of CCIL has been closed with Kensington Acquisition Sub,
Inc. acquiring 12,079,305 shares of CCIL's common stock, representing
approximately 68.6% of the outstanding shares of CCIL (or 55.4% of the shares on
a fully diluted basis).
Goldman Sachs International and Lehman Brothers acted 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
