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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CELLULAR COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
AIRTOUCH COMMUNICATIONS, INC.
(BIDDER)
REDEEMABLE PARTICIPATING CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE
AND
SERIES A COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
150917201 AND 150917102
(CUSIP NUMBER OF CLASS OF SECURITIES)
MARGARET G. GILL, ESQ.
SENIOR VICE PRESIDENT, LEGAL AND EXTERNAL AFFAIRS
AIRTOUCH COMMUNICATIONS, INC.
ONE CALIFORNIA STREET
SAN FRANCISCO, CA 94111
(415) 658-2000
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
NATHANIEL M. CARTMELL III
PILLSBURY MADISON & SUTRO
P.O. BOX 7880
SAN FRANCISCO, CA 94120
(415) 983-1000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$602,400,000* $120,480
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* For purposes of calculating fee only. This amount assumes the purchase of
10,040,000 Shares at a purchase price of $60.00. The amount of the filing
fee, calculated in accordance with Regulation 240.0-11 of the Securities
Exchange Act of 1934, as amended, equals 1:50th of one percentum of the
value of Shares purchased.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $120,480
Form or Registration No.: Schedule 13E-4
Filing Party: Cellular Communications, Inc.
Dated Filed: September 13, 1995
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CUSIP NOS. 150917201 AND 150917102
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1.Name of Reporting Person, S.S. or I.R.S. Identification No. of Above Person
AIRTOUCH COMMUNICATIONS, INC. 94-3213132
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2.Check the Appropriate Box if a Member of a Group (See Instructions)
[_] (a)
[_] (b)
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3.SEC Use Only
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4.Sources of Funds (See Instructions) BK
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5.[_] Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
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6.Citizenship or Place of Organization Delaware
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7.Aggregate Amount Beneficially Owned by Each Reporting Person
Redeemable Participating Convertible Preferred Stock: None Series A Common
Stock: 3,450,800
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8.[_] Check if the Aggregate Amount in Row 7 Excludes Certain Shares (See
Instructions)
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9.Percent of Class Represented by Amount in Row 7 26.5%
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10.Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Cellular Communications, Inc. (the
"Company"). The address of the Company's principal executive office is 110
East 59th Street, New York, New York 10022.
(b) This Statement relates to the Company's offer to redeem (the "MRO") up
to 10,040,000 shares of the Company's Redeemable Participating Convertible
Preferred Stock, par value $.01 per share (the "Preferred Shares"), and Series
A Common Stock, par value $.01 per share (the "Common Shares"; the Preferred
Shares and the Common Shares, together with associated Series D Junior
Participating Stock Purchase Rights, collectively referred to as the "Shares"
or "Redeemable Stock"), at a price of $60 per share, subject to adjustment
(the "Mandatory Redemption Price"). The MRO is subject to the terms and
conditions set forth in the Offer to Redeem dated September , 1995 (the
"Offer to Redeem"), a copy of which is filed as Exhibit (a)(1) to the
Company's Schedule 13E-4, and the related Letters of Transmittal for the
Redeemable Stock, copies of which are filed as Exhibits (a)(2) and (a)(3) to
the Company's Schedule 13E-4. Information concerning the number of outstanding
shares of Preferred Shares and Common Shares is set forth in Section 9, "Price
Range of Common Shares; Interest and Dividends" in the Offer to Redeem and is
incorporated herein by reference. Information concerning the consideration
being offered therefor is set forth in Section 2 "Mandatory Redemption Price
and Amount of Shares," in the Offer to Redeem.
(c) The information set forth in Section 9, "Price Range of Common Shares;
Interest and Dividends" in the Offer to Redeem is incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is filed by AirTouch Communications, Inc., a
Delaware corporation ("AirTouch"), which may be deemed to be a "co-bidder" in
connection with the MRO. AirTouch is principally engaged in the business of
wireless telecommunications services. Its principal address is One California
Street, San Francisco, California 94111. Information concerning the name,
business address and present principal occupation or employment of each
director and executive officer of AirTouch as well as information concerning
the material occupations, positions, offices or employments during the last
five years of the directors and executive officers of AirTouch is set forth in
Appendix 1 and is incorporated herein by reference. All such persons are
United States citizens.
(e) and (f) During the last five years, neither AirTouch nor any person
listed in Appendix 1 has been either (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such law.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) Not applicable.
(b) The information set forth in Section 4, "Past Contacts, Transactions and
Negotiations" in the Offer to Redeem is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in Section 11, "Source and Amount of
Funds" in the Offer to Redeem is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth in the Introduction, Section 1, "Purpose
of the Offer," Section 3, "Background of the Offer; Board Considerations," and
Section 10, "Effects of the Offer," in the Offer to Redeem is incorporated
herein by reference.
3
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under the caption "Equity Purchases by
AirTouch" in Section 1, "Purpose of the Offer," in the Offer to Redeem is
incorporated herein by reference. AirTouch's ownership of shares of Class A
Preference Stock, Series C Common Stock and Common Shares of the Company
represents 100%, 100% and approximately 26.5%, respectively, of the number of
shares outstanding of each such class. AirTouch's right to acquire securities
of the Company is described under the captions "AirTouch Purchase Obligation,"
"Cancellation of Employee Options and Repurchase of Option Shares in
Connection with the MRO," and "Appraisal Process" in Section 1 of the Offer to
Redeem and is incorporated herein by reference.
(b) None.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction, Section 1, "Purpose of the
Offer," and Section 3, "Background of the Offer; Board Considerations," in the
Offer to Redeem is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
(a)Not applicable.
(b)-(c)The information set forth in Section 14, "Certain Legal Matters;
Regulatory Approvals," of the Offer to Redeem is incorporated herein by
reference.
(d)The information set forth in Section 10, "Effects of the Offer" of the
Offer to Redeem is incorporated herein by reference.
(e)Not applicable.
(f)Reference is made to the Offer to Redeem and the related Letters of
Transmittal, copies of which are filed as Exhibits (a)(1), (a)(2) and (a)(3)
to the Company's Schedule 13E-4 and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)* Offer to Redeem.
(a)(2)* Letter of Transmittal (for Preferred Shares).
(a)(3)* Letter of Transmittal (for Common Shares).
(a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees (for Preferred Shares).
(a)(6)* Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees (for Common Shares).
4
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(a)(7)* IRS Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(8)* Form of Notice of Offer to Redeem to be printed in the New York
Times on September [ ], 1995.
(b) Credit Agreement dated as of July 20, 1995 among AirTouch, Bank of
America NT&SA and the other financial institutions party thereto
(incorporated by reference to Exhibit 10 to AirTouch's Form 10-Q for
the quarterly period ended June 30, 1995).
(c)(1) Amended and Restated Agreement and Plan of Merger and Joint Venture
Organization by and among PacTel Corporation, Cellular
Communications, Inc., CCI Newco, Inc. and CCI Newco Sub, Inc., dated
as of December 14, 1990 (incorporated by reference to Exhibit 1 to
AirTouch's Schedule 13D filed on February 18, 1992).
(c)(2) Termination Agreement dated as of December 11, 1992 by and among
Pacific Telesis Group, PacTel Corporation, Cellular Communications,
Inc. and Cellular Communications of Ohio, Inc. (incorporated by
reference to Exhibit 5 to AirTouch's Amendment No. 28 to Schedule 13D
filed on December 15, 1992).
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* Incorporated by reference to the exhibits of the same number to the
Company's Schedule 13E-4 filed on September 13, 1995.
5
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After due 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.
/s/ Mohan S. Gyani
_____________________________________
MOHAN S. GYANI VICE PRESIDENT,
FINANCE AND TREASURER
Date: September 13, 1995
6
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APPENDIX 1
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRIOR
NAME AND PRINCIPAL EMPLOYMENT
BUSINESS ADDRESS OCCUPATION HISTORY
---------------- ---------- -------------------
<C> <S> <C>
Carol A. Bartz Chairman of the Board, President and Vice President of
2320 Marinship Way Chief Executive Officer of Autodesk, Worldwide Field
Sausalito, CA 94965 Inc. since April 1992 Operations and
other positions,
Sun Microsystems,
Inc., 1983 to April
1992.
Donald G. Fisher Chairman of the Board and Chief Execu-
One Harrison Street tive Officer of The Gap, Inc. for more
San Francisco, CA 94105 than five years
James R. Harvey Chairman of the Board of Transamerica
600 Montgomery Street Corporation for more than five years
San Francisco, CA 94111
Paul Hazen Chairman and Chief Executive Officer of President and Chief
420 Montgomery Street Wells Fargo & Company since January 1995 Operating Officer,
San Francisco, CA 94163 Wells Fargo &
Company, 1984 to
January 1995.
Arthur Rock Principal in Arthur Rock & Co. for more
One Maritime Plaza, Suite 1220 than five years
San Francisco, CA 94111
Charles R. Schwab Chairman of the Board and Chief
101 Montgomery Street Executive Officer of The Charles
San Francisco, CA 94104 Schwab Corporation for more than five
years
George P. Shultz Professor, Stanford University Graduate
The Hoover Institution School of Business for more than five
Stanford, CA 94305 years
</TABLE>
7
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OFFICERS
<TABLE>
<CAPTION>
PRESENT PRIOR
NAME AND PRINCIPAL EMPLOYMENT
BUSINESS ADDRESS OCCUPATION HISTORY
---------------- ---------- ----------
<C> <S> <C>
Sam Ginn Chairman of the Board and Chairman, President and Chief
Chief Executive Officer since Executive Officer, Pacific
December 1993 Telesis Group, 1988 to April
1994.
C. Lee Cox Vice Chairman of the Board President and Chief Operating
and President Domestic Officer, December 1993 to
Wireless November 1994; President and
Businesses since November Chief Executive Officer, 1987 to
1994 December 1993, PacTel
Corporation (predecessor of
AirTouch).
Arun Sarin Vice Chairman of the Board Senior Vice President, Corporate
since November 1994 Strategy/Development and
and Senior Vice President, International Operations,
Corporate Strategy/Development November 1994 to August 1995;
since August 1995 Vice President, Corporate
Strategy/Development and Human
Resources, December 1993 to
November 1994; Vice President,
Strategy, March 1993 to December
1993, AirTouch; Vice President,
Organization Design, March 1993
to April 1994, Pacific Telesis
Group; Vice President and
General Manager, Bay Operations,
1992 to March 1993; Vice
President, Chief Financial
Officer and Controller, 1990 to
1992, Pacific Bell.
Lydell L. Christensen Executive Vice President Executive Vice President, Chief
and Chief Financial Officer Financial Officer and Treasurer,
since December 1993 1992 to 1993; Vice President and
Treasurer, 1987 to 1992, Pacific
Telesis Group.
Margaret G. Gill Senior Vice President, Legal Partner, 1973 to January 1994 and
and External Affairs and head of the Corporate and
Secretary since January 1994 Securities Group, Pillsbury
Madison & Sutro.
Mohan S. Gyani Vice President, Finance and Vice President and Treasurer,
Treasurer since November 1993 March 1993 to November 1993,
Pacific Telesis Group; Vice
President and Controller,
February 1992 to March 1993;
Vice President, Financial
Assurance, November 1991 to
February 1992, Pacific Bell;
Assistant Treasurer, April 1989
to November 1991, Pacific
Telesis Group.
Dwight Jasmann Vice President, Human International telecommunications
Resources since January 1995 consultant, 1993 to 1994;
President and Managing Director,
1987 to 1992, AT&T Asia/Pacific
Communications Services, Inc.
</TABLE>
8
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
(a)(1) Offer to Redeem.*
(a)(2) Letter of Transmittal (for Preferred Shares).*
(a)(3) Letter of Transmittal (for Common Shares).*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees
(for Preferred Shares).*
(a)(6) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees
(for Common Shares).*
(a)(7) IRS Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(8) Form of Notice of Offer to Redeem to be printed in the
New York Times on September , 1995.*
(b) Credit Agreement dated as of July 20, 1995 among
AirTouch, Bank of America NT&SA and the other financial
institutions party thereto (incorporated by reference
to Exhibit 10 to AirTouch's Form 10-Q for the quarterly
period ended June 30, 1995).
(c)(1) Amended and Restated Agreement and Plan of Merger and
Joint Venture Organization by and among PacTel
Corporation, Cellular Communications, Inc., CCI Newco,
Inc. and CCI Newco Sub, Inc., dated as of December 14,
1990 (incorporated by reference to Exhibit 1 to
AirTouch's Schedule 13D filed on February 18, 1992).
(c)(2) Termination Agreement dated as of December 11, 1992 by
and among Pacific Telesis Group, PacTel Corporation,
Cellular Communications, Inc. and Cellular
Communications of Ohio, Inc. (incorporated by
reference to Exhibit 5 to AirTouch's Amendment No. 28
to Schedule 13D filed on December 15, 1992).
</TABLE>
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* Incorporated by reference to the exhibits of the same number to the Company's
Schedule 13E-4 filed on September 13, 1995.
