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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 34)*
CELLULAR COMMUNICATIONS, INC.
- - -------------------------------------------------------------------------------
(NAME OF ISSUER)
Series A Common Stock, par value $.01 per share
- - -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
Kristina Veaco, Esq. Nathaniel M. Cartmell III, Esq.
AirTouch Communications 15091710 Pillsbury Madison & Sutro
425 Market Street -------------- P.O. Box 7880
San Francisco, CA 94105 (CUSIP NUMBER) San Francisco, CA 94120-7880
(415) 658-2088 (415) 983-1570
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
April 25, June 20 and June 21, 1994
-------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
NOTE:
THIS AMENDMENT NO. 34 WAS PREVIOUSLY FILED ON JUNE 23, 1994 AND IS
BEING RE-FILED AT THE DIRECTION OF THE SECURITIES AND EXCHANGE
COMMISSION SOLELY FOR PURPOSES OF CORRECTING THE CIK NUMBER FOR
CELLULAR COMMUNICATIONS, INC. IN ALL OTHER RESPECTS THIS DOCUMENT IS
IDENTICAL TO AMENDMENT NO. 34 AS FILED ON JUNE 23, 1994, AND THE
FILING DATE HEREOF WILL BE ADJUSTED TO SUCH DATE.
Page 1 of 5 pages
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SCHEDULE 13D
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CUSIP NO. 15091710
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIRTOUCH COMMUNICATIONS
94-2995122
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF 3,213,800
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,213,800
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,213,800
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
12
N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
37.2%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 pages
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AirTouch Communications, a California corporation ("AirTouch"), hereby
amends, as set forth below, its Statement on Schedule 13D, filed on February 18,
1992 and amended from time to time thereafter (the "Statement"), relating to the
Series A Common Stock, $.01 par value (the "Series A Common Stock"), of Cellular
Communications, Inc., a Delaware corporation (the "Issuer"). Capitalized terms
used herein that are not otherwise defined shall have the meanings ascribed to
them in the Statement.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 is amended by adding the following:
The amount of funds used to purchase the 100,000 additional shares of
Series A Common Stock reported as beneficially owned in Item 5 of this Amendment
No. 34 was $4,480,825, the source of which was working capital.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is amended by replacing the first paragraph of part
(a) with the following:
(a) As of June 22, 1994, AirTouch owned 3,213,800 shares of Series A Common
Stock. According to the Issuer's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994, the number of shares of Series A Common Stock
outstanding as of March 31, 1994 was 8,643,260. Based on such information, the
3,213,800 shares of Series A Common Stock beneficially owned by AirTouch
represent approximately 37.2% of that class. See the Note below. Such shares
represent approximately 7.6% of the Issuer's outstanding capital stock. Neither
AirTouch nor, to the best of its knowledge, any executive officer or director of
AirTouch, beneficially owns any shares of Series A Common Stock.
Page 3 of 5 Pages
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The response to Item 5 is further amended by adding the following at the
end of paragraph (c):
(c) On April 25, June 20 and June 21, 1994, AirTouch purchased an aggregate
of 100,000 shares of Series A Common Stock in over-the-counter transactions at
the following prices per share (excluding brokerage commissions):
<TABLE>
<CAPTION>
Price per share (excluding
Date Number of Shares brokerage commissions)
- - ---- ---------------- --------------------------
<S> <C> <C>
April 25, 1994 5,000 $ 44.50
June 20, 1994 50,000 $ 47.25
June 21, 1994 20,000 $ 47.00
25,000 $ 47.00
</TABLE>
Page 4 of 5 Pages
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SIGNATURE
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.
AIRTOUCH COMMUNICATIONS
By: /s/ C. L. Cox
------------------------------
C. L. Cox
President and
Chief Operating Officer
Dated: June 22, 1994
Page 5 of 5 Pages
