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 19, 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 19, 1999, Cellular Communications International, Inc. ("CCIL")
announced that it was extending the expiration date for its tender offer and
consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due
2005 until 5:00 p.m., New York City time, on February 2, 1999.
Approximately Euro 234,000,000 of Notes (representing approximately 99% of
the outstanding Notes) have already been tendered and 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.
Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and
Olivetti S.p.A., concurrently extended the expiration date to acquire a majority
of the outstanding shares of common stock of CCIL.
The tender offer and consent solicitation (including, but not limited to,
the payment of the purchase price for the Notes and the consent fees) remains
conditioned upon, among other things, the consummation of the Kensington tender
offer to acquire CCIL's common stock. The tender offer to acquire CCIL's common
stock has been extended through 12:00 midnight, New York City time, on Monday,
February 1, 1999.
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 January 19, 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 20, 1999
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EXHIBIT INDEX
Exhibit Page
99 Press Release issued January 19, 1999
EXHIBIT 99
CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES
EXTENSION OF TENDER OFFER 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 19, 1999 -- Cellular Communications International,
Inc. (NASDAQ: CCIL) today announced that it is extending the expiration date for
its tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior
Discount Notes Due 2005 until 5:00 p.m., New York City time, on February 2,
1999.
Approximately Euro 234,000,000 of Notes (representing approximately 99% of the
outstanding Notes) have already been tendered and 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.
Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and
Olivetti S.p.A., concurrently extended the expiration date to acquire a majority
of the outstanding shares of common stock of CCIL.
The tender offer and consent solicitation (including, but not limited to, the
payment of the purchase price for the Notes and the consent fees) remains
conditioned upon, among other things, the consummation of the Kensington tender
offer to acquire CCIL's common stock. The tender offer to acquire CCIL's common
stock has been extended through 12:00 midnight, New York City time, on Monday,
February 1, 1999.
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
