SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cellular Communications, Inc.
(Name of Issuer)
Series A Redeemable Common Stock, par value $0.01 per share
(Title of Class of Securities)
150917102
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 1996
(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 [ ].
*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
disclosures 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).
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<PAGE>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3) (1)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,194,616 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,194,616 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,194,616 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.7%
14. Type of Reporting Person: PN
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(1) The shares were purchased by HBK Securities Ltd. HBK Investments
L.P. has sole voting and dispositive power over these shares
pursuant to an Investment Management Agreement with HBK Securities
Ltd. Accordingly, HBK Securities Ltd. has no beneficial ownership
of such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C. <PAGE>
<PAGE>
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,596,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,596,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,157,972 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.1% (3)
14. Type of Reporting Person: PN
- ----------------------------
(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
(2) Assumes conversion of $38,736,000 principal amount of the Issuer's
0% Convertible Debentures due July 27, 1999 into 561,672 shares of
Series A Redeemable Common Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 21,339,367 shares of Series A Redeemable Common Stock
outstanding, which number includes shares of Series A Redeemable
Common Stock that may be acquired by the Reporting Persons upon
conversion of the Issuer's 0% Convertible Debentures due July 27,
1999.<PAGE>
<PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 240,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 240,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
409,650 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0% (3)
14. Type of Reporting Person: BD
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(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
(2) Assumes conversion of $11,700,000 principal amount of the Issuer's
0% Convertible Debentures due July 27, 1999 into 169,650 shares of
the Series A Redeemable Common Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 20,947,345 shares of Series A Redeemable Common Stock
outstanding, which number includes shares of Series A Redeemable
Common Stock that may be acquired by the Reporting Person upon
conversion of the Issuer's 0% Convertible Debentures due July 27,
1999.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby amend the Schedule 13D Statement of HBK
Investments L.P. dated April 8, 1996, as amended by Amendment No. 1 dated May
7, 1996 (the "Schedule 13D"), relating to the Series A Redeemable Common
Stock, par value $0.01 per share, of Cellular Communications, Inc. Unless
otherwise indicated, all defined terms used herein shall have the same
meanings as those set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase shares of the Common Stock and the Issuer's 0%
Convertible Debentures due July 27, 1999 ("Debentures") are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 62,608,241 (3)
Main Street Working Capital
and Other (1) $ 114,796,566 (3)(4)
Finance Working Capital
and Other (1) $ 22,334,115 (3)(5)
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear,
Stearns & Co. Inc., Wagner, Stott Clearing Corp. and Prime Dealer Services
Corp. as margin loans to acquire the Common Stock and the Debentures, and the
remainder was obtained from Working Capital.
(2) The shares of the Common Stock were purchased by HBK Securities
Ltd., which has no beneficial ownership of such shares of Common Stock.
(3) This figure represents the total amount expended by such person
in purchasing the Common Stock and the Debentures, as applicable, reported
herein.
(4) Of such amount, $83,016,197 was used to purchase shares of
Common Stock and $31,780,369 was used to purchase Debentures.
(5) Of such amount, $12,810,000 was used to purchase shares of
Common Stock and $9,524,115 was used to purchase Debentures.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) - (c) is hereby amended in its entirety to read as
follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement, Investments may,
pursuant to Rule 13d-3, be deemed to be the beneficial owner of 1,194,616
shares of the Common Stock, which constitutes approximately 5.7% of the
outstanding shares of the Common Stock.
The aggregate number of shares of the Common Stock that Main Street
owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,157,972, which
constitutes approximately 10.1% of the 21,339,367 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
The aggregate number of shares of the Common Stock that Finance owns
beneficially, pursuant to Rule 13d-3 of the Act, is 409,650, which constitutes
approximately 2.0% of the 20,947,345 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 1,194,616 shares of
the Common Stock, which constitutes approximately 5.7% of the outstanding
shares of the Common Stock.
Each of (1) Fund, as sole general partner of each of Main Street and
Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as
sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,567,622 shares of the Common Stock,
which constitutes approximately 11.9% of the 21,509,017 shares of the Common
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 3,762,238 shares of the Common Stock, which constitutes
approximately 17.5% of the 21,509,017 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
Pursuant to an Investment Management Agreement, and acting through
its general partner, Partners II, Investments has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,194,616
shares of the Common Stock.
Acting through its general partner, Fund, Main Street has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,596,300 shares of the Common Stock.
Acting through its general partner, Fund, Finance has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
240,000 shares of the Common Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,194,616
shares of the Common Stock.
Acting through its general partner, Capital, and in its capacity as
the general partner of each of Main Street and Finance, Fund has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,836,300 shares of the Common Stock.
Acting through its general partner, Partners I, and in its capacity
as the general partner of Fund, Capital has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,836,300
shares of the Common Stock.
Acting through its general partner, Management, and in its capacity
as the general partner of Capital, Partners I has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,836,300
shares of the Common Stock.
In its capacity as the general partner of Partners I, Management has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,836,300 shares of the Common Stock. In its capacity as the
general partner of Partners II, Management has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,194,616
shares of the Common Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 3,030,916 shares of the Common Stock.
(c)
Since the most recent filing on Schedule 13D, the Reporting Persons
have purchased and sold shares of the Common Stock in over-the-counter
transactions on NASDAQ, as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
ITEM 2 PERSON DATE OR SOLD (S) SHARE
Investments (1) 05/17/96 5,800 (P) $ 53.13
Investments (1) 05/17/96 2,100 (P) 53.06
Main Street 05/17/96 10,200 (P) 53.13
Main Street 05/17/96 3,200 (P) 53.06
Investments (1) 05/20/96 6,000 (P) 53.06
Investments (1) 05/20/96 3,100 (P) 53.00
Main Street 05/20/96 9,000 (P) 53.06
Main Street 05/20/96 9,700 (P) 53.00
Main Street 05/20/96 5,000 (S) 53.00
Investments (1) 05/21/96 700 (P) 53.00
Investments (1) 05/21/96 2,000 (P) 53.25
Investments (1) 05/21/96 6,800 (P) 53.13
Main Street 05/21/96 1,200 (P) 53.00
Main Street 05/21/96 3,000 (P) 53.25
Main Street 05/21/96 10,200 (P) 53.13
Investments (1) 05/22/96 6,000 (P) 53.13
Investments (1) 05/22/96 2,000 (P) 53.25
Investments (1) 05/22/96 200 (P) 53.06
Investments (1) 05/22/96 700 (P) 53.13
Main Street 05/22/96 9,100 (P) 53.13
Main Street 05/22/96 3,000 (P) 53.25
Main Street 05/22/96 400 (P) 53.06
Main Street 05/22/96 1,200 (P) 53.13
Investments (1) 05/23/96 3,200 (P) 53.25
Investments (1) 05/23/96 900 (P) 53.13
Main Street 05/23/96 4,800 (P) 53.25
Main Street 05/23/96 1,400 (P) 53.13
Investments (1) 05/24/96 7,000 (P) 53.25
Investments (1) 05/24/96 200 (P) 53.13
Investments (1) 05/24/96 1,800 (P) 53.00
Main Street 05/24/96 10,500 (P) 53.25
Main Street 05/24/96 200 (P) 53.13
Main Street 05/24/96 2,800 (P) 53.00
Investments (1) 05/28/96 14,000 (P) 53.13
Investments (1) 05/28/96 3,000 (P) 53.13
Main Street 05/28/96 21,000 (P) 53.13
Main Street 05/28/96 4,500 (P) 53.13
Main Street 05/28/96 100 (P) 53.00
Investments (1) 05/29/96 1,900 (P) 53.13
Main Street 05/29/96 2,900 (P) 53.13
Investments (1) 05/30/96 2,000 (P) 53.13
Investments (1) 05/30/96 1,400 (P) 53.25
Investments (1) 05/30/96 500 (P) 53.19
Investments (1) 05/30/96 2,600 (P) 53.13
Main Street 05/30/96 3,000 (P) 53.13
Main Street 05/30/96 2,200 (P) 53.25
Main Street 05/30/96 700 (P) 53.19
Main Street 05/30/96 3,900 (P) 53.13
Investments (1) 05/31/96 4,000 (P) 53.31
Investments (1) 05/31/96 2,000 (P) 53.13
Investments (1) 05/31/96 400 (P) 53.25
Main Street 05/31/96 6,063 (P) 53.31
Main Street 05/31/96 3,000 (P) 53.13
Main Street 05/31/96 637 (P) 53.25
Investments (1) 06/03/96 1,000 (P) 53.38
Main Street 06/03/96 4,000 (P) 53.38
Main Street 06/03/96 700 (P) 53.38
Investments (1) 06/04/96 8,100 (P) 53.38
Main Street 06/04/96 32,200 (P) 53.38
Investments (1) 06/05/96 1,500 (P) 53.38
Investments (1) 06/05/96 200 (P) 53.38
Main Street 06/05/96 5,500 (P) 53.38
Main Street 06/05/96 900 (P) 53.38
Investments (1) 06/06/96 3,100 (P) 53.38
Investments (1) 06/06/96 1,000 (P) 53.31
Investments (1) 06/06/96 1,000 (P) 53.38
Main Street 06/06/96 12,300 (P) 53.38
Main Street 06/06/96 4,000 (P) 53.31
Main Street 06/06/96 4,000 (P) 53.38
Investments (1) 06/07/96 1,100 (P) 53.13
Investments (1) 06/07/96 4,000 (P) 53.25
Main Street 06/07/96 1,600 (P) 53.13
Main Street 06/07/96 6,000 (P) 53.25
Investments (1) 06/10/96 21,800 (P) 53.13
Investments (1) 06/10/96 416 (P) 53.13
Investments (1) 06/10/96 400 (P) 53.25
Main Street 06/10/96 32,700 (P) 53.13
Main Street 06/11/96 700 (P) 53.13
Main Street 06/11/96 600 (P) 53.25
Investments (1) 06/13/96 14,800 (P) 53.50
Main Street 06/13/96 22,200 (P) 53.50
Investments (1) 06/18/96 2,600 (P) 53.38
Investments (1) 06/18/96 4,000 (P) 53.31
Investments (1) 06/18/96 2,500 (P) 53.25
Investments (1) 06/18/96 25,400 (P) 53.38
Investments (1) 06/18/96 10,000 (P) 53.38
Main Street 06/18/96 3,900 (P) 53.38
Main Street 06/18/96 6,000 (P) 53.31
Main Street 06/18/96 3,700 (P) 53.25
Main Street 06/18/96 38,100 (P) 53.38
Main Street 06/18/96 15,000 (P) 53.38
Investments (1) 06/19/96 2,000 (P) 53.38
Investments (1) 06/19/96 5,200 (P) 53.25
Investments (1) 06/19/96 160,000 (P) 53.38
Main Street 06/19/96 3,000 (P) 53.38
Main Street 06/19/96 7,900 (P) 53.25
Finance 06/19/96 240,000 (P) 53.38
(1) The shares of Common Stock were purchased by HBK Securities Ltd., which
has no beneficial ownership of such shares pursuant to an Investment
Management Agreement with Investments.
(d) - (e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit 99.2 -- Authorization Certificate for HBK Investments L.P.,
previously filed as Exhibit A.
Exhibit 99.3 -- Authorization Certificate for HBK Main Street
Investments L.P., previously filed.
Exhibit 99.4 -- Authorization Certificate for HBK Finance L.P.,
previously filed.<PAGE>
<PAGE>
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.
DATED: June 24, 1996
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
99.2 Authorization Certificate for HBK Investments L.P.,
previously filed as Exhibit A.
99.3 Authorization Certificate for HBK Main Street Investments
L.P., previously filed.
99.4 Authorization Certificate for HBK Finance L.P., previously
filed.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer
