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) JANUARY 6, 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.
On January 6, 1999, Cellular Communications International, Inc. (the
"Company") announced that approximately Euro 234,000,000 of Notes (representing
approximately 99% of the outstanding Notes) had been tendered as of 12:00
midnight, New York City time, on January 5, 1999 in connection with its
previously announced tender offer and consent solicitation for its Euro
235,000,000 9-1/2% Senior Discount Notes Due 2005.
Having received the requisite consents from holders of Notes, CCIL has
entered into a Supplemental Indenture that provides that the amendments to the
Indenture relating to the Notes described in the Offer to Purchase and Consent
Solicitation Statement dated December 18, 1998 will become operative only upon,
and simultaneously with, the satisfaction of all of the conditions to the
acceptance of validly tendered Notes and the acceptance thereof for payment.
The tender offer and consent solicitation (including, but not limited to,
the payment of the purchase price for the Notes and the consent fees) is
conditioned upon, among other things, the consummation of the concurrent tender
offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary of
Mannesmann AG and Olivetti, S.p.A., to acquire at least a majority of the
outstanding shares of common stock of CCIL (calculated on a fully-diluted basis)
upon the terms and subject to the conditions set forth in the related equity
tender offer documents. Other terms and conditions of the tender offer and
consent solicitation with respect to the Notes are set forth in the Offer to
Purchase and Consent Solicitation Statement.
A copy of the Supplemental Indenture and of the press release issued by the
Company announcing the above are attached hereto as exhibits and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibits
4 First Supplemental Indenture, dated January 6, 1999
99 Press Release issued January 6, 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: January 7, 1999
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EXHIBIT INDEX
Exhibit Page
4 First Supplemental Indenture, dated January 6, 1999
99 Press Release issued January 6, 1999
EXHIBIT 4
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CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
AND
THE CHASE MANHATTAN BANK
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of January 6, 1999
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Euro 235,000,000
9-1/2 % Senior Discount Notes due 2005
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of January 6, 1999, by and between Cellular Communications International, Inc.,
a Delaware corporation (the "Company"), and The Chase Manhattan Bank, as Trustee
(the "Trustee").
WHEREAS, the Company and the Trustee executed an indenture, dated as of
March 18, 1998 (the "Indenture"), relating to the Company's 9-1/2% Senior
Discount Notes due 2005 (the "Notes"); and
WHEREAS, Article 9.02 of the Indenture provides that the Company and the
Trustee may execute and deliver one or more supplemental indentures, with the
consent of the Holders (as defined in the Indenture) of at least a majority in
principal amount of the outstanding Notes to, among other things, change or
eliminate certain provisions of the Indenture; and
WHEREAS, the Company desires to amend the Indenture for the purpose of
changing and eliminating certain of such provisions; and
WHEREAS, the Company has received consents to such modifications from the
Holders of at least a majority in principal amount at maturity of the
outstanding Notes; and
WHEREAS, all conditions precedent provided for in the Indenture relating to
the execution and delivery of this Supplemental Indenture have been complied
with;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Trustee for the benefit of each other and for
the equal and ratable benefit of the Holders of the Notes agree as follows:
ARTICLE I.
EFFECTIVENESS AND EFFECT
SECTION 1.1 EFFECTIVENESS AND EFFECT.
This Supplemental Indenture shall take effect on the date hereof; provided,
however, that the amendments provided for in Article Two hereof shall become
operative only upon, and simultaneously with, the date on which the Notes
validly tendered
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are accepted for purchase as contemplated by the Company's Offer to Purchase and
Consent Solicitation Statement, dated December 18, 1998 (as the same may have
been amended, extended or otherwise modified, the "Offer"), and such amendments
provided for in Article Two hereof shall have no force or effect prior to the
operative time specified in this Section. Subject to the foregoing, the
provisions set forth in this Supplemental Indenture shall be deemed to be, and
shall be construed as part of, the Indenture. In the event Notes validly
tendered in the Offer are not accepted for purchase as contemplated by the
Offer, this Supplemental Indenture shall become null and void. All references to
the Indenture in the Indenture or in any other agreement, document or instrument
delivered in connection therewith or pursuant thereto shall be deemed to refer
to the Indenture as amended by this Supplemental Indenture. Except as amended
hereby, the Indenture shall remain in full force and effect.
ARTICLE II.
AMENDMENT OF THE INDENTURE
SECTION 2.1 DELETION OF CERTAIN PROVISIONS.
Each of the following provisions of the Indenture is hereby deleted and
eliminated in its entirety, without any redesignation of any other provision of
the Indenture:
Section 4.03 Reports
Section 4.04 Compliance Certificate
Section 4.05 Taxes
Section 4.06 Stay, Extension and Usury Laws
Section 4.07 Restricted Payments
Section 4.08 Dividend and Other Payment Restrictions Affecting
Subsidiaries
Section 4.09 Incurrence of Indebtedness and Issuance of
Disqualified Stock
Section 4.10 Asset Sales
Section 4.11 Transactions With Affiliates
Section 4.12 Liens
Section 4.13 Line of Business
Section 4.14 Corporate Existence
Section 4.15 Offer to Repurchase upon Change of Control
Each section of the Indenture which is so deleted and eliminated shall be
redesignated as "Intentionally omitted".
All references in the Indenture, as amended hereby, to any of the
provisions deleted and eliminated as provided above shall also be deemed deleted
and eliminated.
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SECTION 2.2 AMENDMENT OF SECTION 5.01.
Section 5.01 of the Indenture is hereby amended and restated to read in its
entirety as follows:
"Section 5.01. Merger, Consolidation, or Sale of Assets.
The Company shall not consolidate or merge with or into another
corporation, Person or entity (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its properties or assets in one or more
related transactions, unless the entity or Person formed by or surviving
any such consolidation or merger (if other than the Company) or the entity
or Person to which a sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the Company
pursuant to the Registration Rights Agreement, this Indenture and the
Notes."
SECTION 2.3 AMENDMENT OF SECTION 6.01.
Section 6.01 of the Indenture is hereby amended and restated to read in its
entirety as follows:
"Section 6.01. Events of Default.
An "Event of Default" occurs if:
(a) the Company fails to pay interest on, or Liquidated Damages with
respect to, the Notes when the same becomes due and payable and such
default continues for a period of 30 days;
(b) the Company defaults in the payment when due of principal,
Accreted Value or Liquidated Damages, if any, of the Notes when the same
becomes due and payable at maturity, upon acceleration, repurchase or
otherwise;
(c) Intentionally omitted;
(d) Intentionally omitted;
(e) Intentionally omitted;
(f) Intentionally omitted;
(g) Intentionally omitted;
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(h) the Company or any of its Restricted Subsidiaries, Restricted
Affiliates or Restricted Subsidiaries of Restricted Affiliates or Omnitel
or OPI pursuant to or within the meaning of Bankruptcy Law or other similar
laws:
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it in
an involuntary case,
(iii) consents to the appointment of a custodian of it or for all
or substantially all of its property,
(iv) makes a general assignment for the benefit of its creditors,
or
(v) generally is not paying its debts as they become due; or
(i) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law or other similar laws that:
(i) is for relief against the Company or any of its Restricted
Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of
Restricted Affiliates or Omnitel or OPI in an involuntary case;
(ii) appoints a custodian of the Company or any of its Restricted
Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of
Restricted Affiliates or Omnitel or OPI or for all or substantially
all of the property of the Company or any of its Restricted
Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of
Restricted Affiliates or Omnitel or OPI; or
(iii) orders the liquidation of the Company or any of its
Restricted Subsidiaries, Restricted Affiliates or Restricted
Subsidiaries of Restricted Affiliates or Omnitel or OPI;
and the order or decree remains unstayed and in effect for 60 consecutive
days."
SECTION 2.4 AMENDMENT OF SECTION 8.03.
Without limiting the operation of Section 2.1 of this Supplemental
Indenture, Section 8.03 of the Indenture is hereby amended by deleting the
references therein to the following
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sections of the Indenture: Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and
4.15.
ARTICLE III.
MISCELLANEOUS
SECTION 3.1 COUNTERPART ORIGINALS.
The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.
SECTION 3.2 SEVERABILITY.
In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 3.3 HEADINGS.
The article and section headings herein are for convenience only and shall
not affect the construction hereof.
SECTION 3.4 SUCCESSORS.
All agreements of the Company in this Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Supplemental Indenture shall
bind its successors.
SECTION 3.5 GOVERNING LAW.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 3.6 EFFECT OF SUPPLEMENTAL INDENTURE.
Except as amended by this Supplemental Indenture, the terms and provisions
of the Indenture are hereby ratified and shall continue unchanged and remain in
full force and effect.
SECTION 3.7 TRUST INDENTURE ACT CONTROLS.
If any provision of the Indenture, as amended by this Supplemental
Indenture, limits, qualifies or conflicts with
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another provision which is required or deemed to be included in the Indenture,
as amended by this Supplemental Indenture, by any of the provisions of the TIA,
such required or deemed provision shall control.
SECTION 3.8 TRUSTEE.
The Trustee accepts the modifications to the Indenture effected by this
Supplemental Indenture, but only upon the terms and conditions set forth in the
Indenture. Without limiting the generality of the foregoing, the Trustee assumes
no responsibility for the correctness of the recitals herein contained, which
shall be taken as the statements of the Company, and the Trustee shall not be
responsible or accountable in any way whatsoever for or with respect to the
validity or execution or sufficiency of this Supplemental Indenture, and the
Trustee makes no representation with respect thereto.
SECTION 3.9 DEFINITIONS.
Capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed by their duly authorized representative as of the date
hereof.
ATTEST: CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
/s/ Sandra Barnet By: /s/ Richard J. Lubasch
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Sandra Barnet Name: Richard J. Lubasch
Title: Senior Vice President-General
Counsel, Treasurer and Secretary
ATTEST: THE CHASE MANHATTAN BANK
as Trustee
/s/ Robert S. Peschler By: /s/ Andrew Deck
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Robert S. Peschler Name: Andrew Deck
Title: Vice President
EXHIBIT 99
CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES
AMENDMENT TO INDENTURE 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, JANUARY 6, 1999 - Cellular Communications International,
Inc. (NASDAQ: CCIL) today announced that approximately Euro 234,000,000 of Notes
(representing approximately 99% of the outstanding Notes) had been tendered as
of 12:00 midnight, New York City time, on January 5, 1999 in connection with its
previously announced tender offer and consent solicitation for its Euro
235,000,000 9-1/2% Senior Discount Notes Due 2005.
Having received the requisite consents from holders of Notes, CCIL has
entered into a Supplemental Indenture that provides that the amendments to the
Indenture relating to the Notes described in the Offer to Purchase and Consent
Solicitation Statement dated December 18, 1998 will become operative only upon,
and simultaneously with, the satisfaction of all of the conditions to the
acceptance of validly tendered Notes and the acceptance thereof for payment.
The tender offer and consent solicitation (including, but not limited to,
the payment of the purchase price for the Notes and the consent fees) is
conditioned upon, among other things, the consummation of the concurrent tender
offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary of
Mannesmann AG and Olivetti, S.p.A., to acquire at least a majority of the
outstanding shares of common stock of CCIL (calculated on a fully-diluted basis)
upon the terms and subject to the conditions set forth in the related equity
tender offer documents. Other terms and conditions of the tender offer and
consent solicitation with respect to the Notes are set forth in the Offer to
Purchase and Consent Solicitation Statement.
The tender offer will expire at 12:00 midnight, New York City time, on
January 20, 1999, unless extended.
Goldman Sachs International and Lehman Brothers are acting 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
