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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 2
to
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
--------------------
CELLULAR COMMUNICATIONS, INC.
(Name of Issuer)
AIRTOUCH COMMUNICATIONS, INC
CELLULAR COMMUNICATIONS, INC.
(Name of persons filing statement)
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<S> <C>
SERIES A COMMON STOCK, $0.01 PAR VALUE, WITH
PREFERRED STOCK PURCHASE RIGHTS 150917102
REDEEMABLE PARTICIPATING CONVERTIBLE
PREFERRED STOCK, PAR VALUE $.01
PER SHARE, WITH PREFERRED STOCK PURCHASE RIGHTS 150917201
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
--------------------
MARGARET G. GILL RICHARD J. LUBASCH
Senior Vice President, Legal, External Affairs and Secretary Vice President - General Counsel and Secretary
AirTouch Communications, Inc. Cellular Communications, Inc.
One California Street 110 East 59th Street
San Francisco, CA 94111 New York, New York 10022
(415) 658-2000 (212) 906-8440
</TABLE>
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of the persons filing statement)
--------------------
Copies to:
<TABLE>
<S> <C> <C>
Kristina Veaco Nathaniel M. Cartmell III Thomas H. Kennedy
Sharon A. Le Duy Katharine A. Martin Skadden, Arps, Slate, Meagher & Flom
AirTouch Communications, Inc. Pillsbury Madison & Sutro LLP 919 Third Avenue
One California Street P.O. Box 7880 New York, New York 10022
San Francisco, California 94111 San Francisco, California 94120-7880 (212) 735-3000
(415) 658-2000 (415) 983-1000
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. /X/ The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. /X/
<PAGE> 2
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being jointly filed by AirTouch Communications, Inc., a Delaware
corporation ("AirTouch"), and Cellular Communications, Inc., a Delaware
corporation ("CCI"), in connection with the merger (the "Merger") of CCI with
and into a wholly owned subsidiary of AirTouch.
The information contained in the Proxy Statement-Prospectus (the "Proxy
Statement-Prospectus") included in the Registration Statement on Form S-4 (File
No. 333-03107) filed with the Securities and Exchange Commission (the
"Commission") on May 3, 1996 as amended by Amendment No. 1 thereto as filed
with the Commission on June 24, 1996 is incorporated herein by reference in its
entirety. The Cross-Reference Sheet which follows shows the location in the
Proxy Statement-Prospectus of the information required to be included in
response to the items of this Schedule 13E-3.
As of June 14, 1996, AirTouch owned 3,450,800 shares of CCI Series A Common
Stock, 10,065,641 shares of CCI Series C Common Stock, and 2,206,410 shares of
CCI Class A Preference Stock, representing in the aggregate approximately 37.8%
of the total outstanding capital stock of CCI. However, under the terms of the
Amended and Restated Agreement and Plan of Merger and Joint Venture Organization
dated as of December 14, 1990 between CCI and AirTouch, AirTouch is required to
vote its shares of CCI Series A Common Stock and CCI Series C Common Stock
(representing approximately 32.8% of CCI's total outstanding capital stock)
generally in the same proportion as the shares of CCI stock voted by all other
holders of CCI stock. Only two of CCI's ten directors are elected by AirTouch.
The filing of this Schedule 13E-3 does not constitute an admission that such
filing is required or that AirTouch or its affiliates are subject to the
requirements of Rule 13e-3 under the Securities Exchange Act of 1934.
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CROSS-REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
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<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
</TABLE>
This Statement is filed with respect to the Series A Common Stock, $.01 par
value, with preferred stock purchase rights, and the Redeemable Participating
Convertible Preferred Stock, par value $.01, with preferred stock purchase
rights of CCI.
<TABLE>
<CAPTION>
<S> <C>
1. ISSUER AND CLASS OF SECURITY SUBJECT TO
THE TRANSACTION.
(a)............................................ "SUMMARY--The Parties;" "CELLULAR
COMMUNICATIONS, INC."
(b)............................................ "SUMMARY--The Meeting and Votes Required;" "THE
MEETING--Required Vote"
(c), (d)....................................... "SUMMARY--Market Price and Dividend Data"
(e)............................................ Not applicable
(f)............................................ "SPECIAL FACTORS--Background of the Merger;" "OTHER
MATTERS--Purchases of CCI Stock by CCI and
AirTouch During the Past Two Fiscal Years."
</TABLE>
2. IDENTITY AND BACKGROUND.
This Statement is being jointly filed by CCI, which is the issuer of the classes
of equity securities which are the subject of the transaction, and AirTouch.
The information required with respect to AirTouch is located as follows:
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<S> <C>
(a)-(d), (g)................................... "SUMMARY--The Parties;" "AIRTOUCH
COMMUNICATIONS, INC."
(e), (f)....................................... To the best of the undersigneds' knowledge, none of the
persons with respect to whom information is provided
in response to this Item was during the last five
years (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 further
violations of, or prohibiting activities subject to,
federal or state securities laws or finding any
violation of such laws.
</TABLE>
The information required with respect to the directors and executive officers of
CCI and AirTouch is located as follows:
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<S> <C>
(a)-(d), (g)................................... "OTHER MATTERS--Directors and Executive Officers of
AirTouch and CCI."
(e), (f)....................................... To the best of the undersigneds' knowledge, none of the
persons with respect to whom information is provided
in response to this Item was during the last five
years (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or
administra-
</TABLE>
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<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
tive body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to,
federal or state securities laws or finding any
violation of such laws.
3. PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS.
(a)(1)......................................... "SUMMARY--The Merger--Transactions Preceding the
Merger;" "SPECIAL FACTORS--Background of the
Merger"
(a)(2)......................................... "SUMMARY--The Merger--Transactions Preceding the
Merger;" "SPECIAL FACTORS--Background of the
Merger"
(b)............................................ "SUMMARY--The Merger--Transactions Preceding the
Merger;" "SPECIAL FACTORS--Background of the
Merger"
4. TERMS OF THE TRANSACTIONS.
(a)............................................ "SUMMARY--The Merger;" "SPECIAL FACTORS
AGREEMENT;" "ANNEX A--Agreement and Plan
of Merger"
(b)............................................ "SUMMARY--Employee and Director Stock Options;"
"SPECIAL FACTORS--Certain Transactions; Conflicts of
Interest;" "Treatment of CCI Employee and Director
Stock Options"
5. PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a), (b)....................................... None
(c)-(g)........................................ "SUMMARY--Comparative Historical and Pro
Forma Per Share Data;" "CERTAIN CONSIDERATIONS WITH
RESPECT TO THE MERGER AND OPERATIONS AFTER THE
MERGER;" "PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS"
</TABLE>
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
6. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
(a), (b)....................................... "SUMMARY--The Merger;" "THE MERGER
AGREEMENT--The Merger;" "--Expenses;" "THE
MEETING--Solicitation of Proxies;" "SPECIAL
FACTORS--Merger Consideration;" "OTHER
MATTERS--Source and Amount of AirTouch Funds"
(c), (d)....................................... Not applicable
7. PURPOSE(S), ALTERNATIVES, REASONS AND
EFFECTS.
(a)-(c)........................................ "SUMMARY--The Merger--General;" "SPECIAL
FACTORS--Background of the Merger;" "--CCI
Reasons for the Merger; Recommendation of the CCI
Board;" "--AirTouch Reasons for the Merger and for
the Structure"
(d)............................................ "SUMMARY--The Merger--Merger Consideration;"
"--The Merger--AirTouch Class B Preferred Stock;"
"--The Merger--AirTouch Class C Preferred Stock;"
"--The Merger--Adjustments to Preserve Tax Status
of Merger;" "--The Merger--Employee and Director
Stock Options;" "--The Merger--Certain Federal
Income Tax Consequences" "--Redemption of CCI Rights;"
"--Selected Historical and Pro Forma Combined
Financial Data;" "SPECIAL FACTORS--Merger
Consideration" "--Certain Federal Income Tax
Consequences;" "--Dissenting Stockholders' Rights of
Appraisal;" "DESCRIPTION OF AIRTOUCH
CAPITAL STOCK;" "COMPARISON OF RIGHTS
OF STOCKHOLDERS OF AIRTOUCH AND CCI;"
"PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS"
8. FAIRNESS OF THE TRANSACTION.
(a), (b)....................................... "SUMMARY--Recommendation of the CCI Board of
Directors;" "--Opinions of Financial Advisors; "--AirTouch's
Determination of Fairness;" "SPECIAL FACTORS--
CCI Reasons for the Merger; Recommendation of
the CCI Board;" "--CCI Fairness Opinions of
Wasserstein Perella & Co., Inc. and Donaldson, Lufkin
& Jenrette Securities Corporation;" "--AirTouch
Reasons for the Merger and for the Structure;"
"--Fairness Opinion of Lehman Brothers"
(c)............................................ "SUMMARY--The Meeting and Votes Required;" "--Recommendation of the
CCI Board of Directors;" "--Opinions of Financial Advisors;
AirTouch's Determination of Fairness;" "THE
MEETING--Vote Required;" "SPECIAL FACTORS--CCI Reasons
for the Merger; Recommendation of the CCI Board;"
"--CCI Fairness Opinions of Wasserstein Perella & Co.,
Inc. and Donaldson, Lufkin & Jenrette Securities Corporation;"
"--Airtouch Reasons for the Merger and for the Structure;"
"--Fairness Opinions of Lehman Brothers"
(d)............................................ "SPECIAL FACTORS--CCI Reasons for the Merger; Recommendation
of the CCI Board"
</TABLE>
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
(e)............................................ "SUMMARY--Recommendation of the CCI Board of
Directors;" "SPECIAL FACTORS--CCI Reasons for the
Merger; Recommendation of the CCI Board"
(f)............................................ Not applicable
9. REPORTS, OPINIONS, APPRAISALS AND
CERTAIN NEGOTIATIONS.
(a)-(c)........................................ "SUMMARY--The Merger--Opinions of Financial
Advisors;" "SPECIAL FACTORS--CCI Fairness Opinions of
Wasserstein Perella & Co., Inc. and Donaldson, Lufkin &
Jenrette Securities Corporation;" "--Fairness Opinion
of Lehman Brothers;" "Annex E--Opinion of Donaldson,
Lufkin & Jenrette Securities Corporation;" "Annex
F--Opinion of Wasserstein Perella & Co., Inc.;" "Annex
G--Opinion of Lehman Brothers"
10. INTEREST IN SECURITIES OF THE ISSUER.
(a)............................................ "SUMMARY--The Meeting and Votes Required;" "--The
Merger--Transactions Preceding the Merger;" "--The
Merger--Certain Transactions; Conflicts of Interest;"
"--The Merger--Employee and Director Stock Options;"
"THE MEETING--Required Vote;" "SPECIAL FACTORS--Background
of the Merger;" "--Certain Transactions; Conflicts of
Interest;" "--Treatment of CCI Employee and Director
Stock Options;" "PRINCIPAL AND OTHER STOCKHOLDERS OF
CCI"
(b)............................................ Inapplicable
11. CONTRACTS, ARRANGEMENTS OR "SUMMARY--The Merger;" "SPECIAL FACTORS--Treatment of CCI
UNDERSTANDINGS WITH RESPECT TO THE Employee and Director Stock Options;" "SPECIAL
ISSUER'S SECURITIES FACTORS--Background of the Merger;" "--Effects of
Failure to Approve the Merger;" "THE MERGER AGREEMENT;"
"OTHER MATTERS--Treatment of CCI Convertible Notes"
12. PRESENT INTENTION AND RECOMMENDATION
OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.
(a), (b)....................................... "SUMMARY--The Meeting and Votes Required;" "--The
Merger--Recommendation of the CCI Board of Directors;"
"THE MEETING--Required Vote;" "--Voting and Revocation
of Proxies;" "THE MERGER--CCI Reasons for the Merger;
Recommendation of the CCI Board"
13. OTHER PROVISIONS OF THE TRANSACTION.
(a)............................................ "SUMMARY--Conditions to the Merger--Appraisal
Rights;" "SPECIAL FACTORS--Dissenting Stockholders'
Rights of Appraisal;" "Annex B--Section 262 of the
Delaware General Corporation Law"
</TABLE>
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<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
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(b)............................................ None
(c)............................................ Not applicable
14. FINANCIAL INFORMATION.
(a)............................................ "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE;"
"SUMMARY--Selected Historical and Pro Forma Combined
Financial Data;" "--Comparative Historical and Pro
Forma Per Share Data;" "--AirTouch Computation of Ratio
of Earnings to Fixed Charges and Combined Fixed Charges
and Preferred Stock Dividends"
(b)............................................ "SUMMARY--Selected Historical and Pro Forma
Combined Financial Data;" "PRO FORMA
CONDENSED COMBINED FINANCIAL
STATEMENTS"
15. PERSONS AND ASSETS EMPLOYED, RETAINED
OR UTILIZED.
(a)............................................ "SUMMARY--Conditions to the Merger; "--Certain
Considerations with Respect to the Merger and
Operations After the Merger;" "THE
MEETING--Solicitation of Proxies;" "CERTAIN
CONSIDERATIONS WITH RESPECT TO THE MERGER AND
OPERATIONS AFTER THE MERGER;" "SPECIAL FACTORS--CCI
Fairness Opinions of Wasserstein Perella & Co., Inc.
and Donaldson, Lufkin & Jenrette Securities
Corporation" "--Fairness Opinion of Lehman Brothers"
(b)............................................ "SUMMARY--The Merger--Recommendation of the CCI
Board of Directors" and "--Opinions of Financial
Advisors;" "THE MEETING--Solicitation of Proxies;"
"SPECIAL FACTORS--CCI Reasons for the Merger;
Recommendation of the CCI Board;" "--AirTouch Reasons
for the Merger and for the Structure;" "--CCI Fairness
Opinions of Wasserstein Perella & Co., Inc. and Donaldson,
Lufkin & Jenrette Securities Corporation" "--Fairness Opinion
of Lehman Brothers"
16. ADDITIONAL INFORMATION. See text of the Proxy Statement-Prospectus
17. MATERIAL TO BE FILED AS EXHIBITS.
(a)............................................ Exhibit (b)(1) Credit Agreement between AirTouch, Bank
of America National Trust and Savings Association and
Other Financial Institutions Party Thereto dated July
20, 1995 (incorporated by reference to Exhibit 10 to
AirTouch's Annual Report on Form 10-Q for the quarter
ended June 30, 1995, File No. 1-12342)
</TABLE>
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
(b)............................................ Exhibit 99.2. Form of Opinion of Wasserstein Perella & Co., Inc.
(incorporated reference to Annex F to the Proxy Statement-Prospectus
included in AirTouch's Amendment No. 1 to Registration Statement on
Form S-4 (File No. 333-03107) filed with the Commission on
June 24 1996).
Exhibit 99.3. Form of Opinion of Donaldson, Lufkin & Jenrette
Securities Corporation (incorporated by reference to Annex E to the
Proxy Statement--Prospectus included in AirTouch's Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-03107) filed with the
Commission on June 24, 1996).
Exhibit 99.4. Material distributed by Wasserstein
Perella & Co., Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation to the Board of Directors of
CCI dated April 5, 1996.**
Exhibit 99.5. Opinion of Lehman Brothers (incorporated
by reference to Annex G to the Proxy Statement-
Prospectus included in AirTouch's Registration
Statement on Form S-4 (File No. 333-03107) filed with
the Commission on May 3, 1996, as amended by Amendment No. 1,
filed on June 24, 1996).
(c)............................................ Exhibit 2.1. Plan of Merger among CCI, AirTouch and
AirTouch Cellular, dated as of April 5, 1996
(incorporated by reference to Annex A to the Proxy
Statement-Prospectus included in AirTouch's
Registration Statement on Form S-4 (File No. 333-
03107) filed with the Commission on May 3, 1996, as amended by
Amendment No. 1, filed on June 24, 1996).
(d)............................................ Exhibit 99.6. Preliminary copy of Letter to Stockholders,
Notice of Special Meeting of Stockholders, Proxy
Statement-Prospectus and form of Proxy for the Special
Meeting of Stockholders to be held in July 1996
(incorporated by reference to AirTouch's Registration
Statement on Form S-4 (File No. 333- 03107) filed with
the Commission on May 3, 1996, as amended by Amendment No. 1,
filed on June 24, 1996).
(e)............................................ Exhibit 99.7. Section 262 of the General Corporation
Law of the State of Delaware (incorporated by reference
to Annex B to the Proxy Statement-Prospectus included
in AirTouch's Registration Statement on Form S-4 (File
No. 333-03107) filed with the Commission on May 3,
1996, as amended by Amendment No. 1, filed on June 24, 1996).
(f)............................................ Exhibit 99.8. Amended and Restated Plan of Merger and Joint Venture
Organization by and among AirTouch, Old CCI, CCI Newco, Inc. and CCI
Newco Sub, Inc. dated as of December 14, 1990 (incorporated by
reference to Exhibit 1 to AirTouch's Statement on Schedule 13D, File
No. 1-12342, filed on February 18, 1992.
(g)............................................ Not applicable
</TABLE>
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** previously filed
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<PAGE> 9
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.
June 27, 1996 AIRTOUCH COMMUNICATIONS, INC.
By /s/ MOHAN S. GYANI
------------------------------------------
Name: Mohan S. Gyani
Title: Executive Vice President
and Chief Financial Officer
June 27, 1996 CELLULAR COMMUNICATIONS, INC.
By /s/ RICHARD J. LUBASCH
------------------------------------------
Name: Richard J. Lubasch
Title: Vice President -- General Counsel
and Secretary
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ------- ------------
<S> <C> <C>
2.1....... Plan of Merger among CCI, AirTouch and AirTouch
Cellular, dated as of April 5, 1996 (incorporated
by reference to Annex A to the Proxy Statement-Prospectus
included in AirTouch's Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on May 3,
1996, as amended by Amendment No. 1, filed on June 24, 1996).
99.1...... Credit Agreement between AirTouch, Bank of
America National Trust and Savings Association
and Other Financial Institutions Party Thereto dated
July 20, 1995 (incorporated by reference to Exhibit 10
to AirTouch's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, File No. 1-12342)
99.2...... Form of Opinion of Wasserstein Perella & Co., Inc.
(incorporated by reference to Annex F to the Proxy
Statement-Prospectus included in AirTouch's Amendment
No. 1 to Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on June 24, 1996).
99.3...... Form of Opinion of Donaldson, Lufkin & Jenrette Securities
(incorporated by reference to Annex E to the Proxy
Statement-Prospectus included in AirTouch's Amendment
No. 1 to Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on June 24, 1996).
99.4...... Material distributed by Wasserstein Perella &
Co., Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation to the Board of Directors of
CCI dated April 5, 1996.
99.5...... Opinion of Lehman Brothers (incorporated by reference
to Annex G to the Proxy Statement-Prospectus
included in AirTouch's Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on May 3,
1996, as amended by Amendment No. 1 filed on June 24, 1996).
99.6...... Preliminary copy of Letter to Stockholders, Notice of
Special Meeting of Stockholders, Proxy Statement-Prospectus
and form of Proxy for the Special Meeting of
Stockholders to be held in July 1996 (incorporated by
reference to AirTouch's Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on May 3, 1996,
as amended by Amendment No. 1 filed on June 24, 1996).
99.7...... Section 262 of the General Corporation Law of the State
of Delaware (incorporated by reference to Annex B
to the Proxy Statement-Prospectus included in AirTouch's
Registration Statement on Form S-4 (File No. 333-03107) filed with
the Commission on May 3, 1996, as amended by Amendment No. 1
filed on June 24, 1996).
99.8...... Amended and Restated Plan of Merger and Joint Venture Organization
by and among AirTouch, Old CCI, CCI Newco, Inc. and CCI Newco
Sub, Inc. to Exhibit 1 to AirTouch's Statement on Schedule 13D,
File No. 1-12342, filed on February 18, 1992).
</TABLE>
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** Previously filed
10
