SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
August 16, 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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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: N/A
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person: PN
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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: N/A
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person: PN
<PAGE>
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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: N/A
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0%
14. Type of Reporting Person: BD
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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, Amendment No. 2 dated June 24, 1996, Amendment No. 3 dated July 2,
1996, Amendment No. 4 dated July 9, 1996 and Amendment No. 5 dated July 23,
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.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) - (c) hereby are amended in their entireties to read as
follows:
(a)
None of the Item 2 Persons is the beneficial owner of any shares of
Common Stock.
(b)
None of the Item 2 Persons has any power to vote or to direct the
vote or to dispose or to direct the disposition of any shares of Common Stock.
(c)
Effective August 16, 1996, the Issuer merged with Air Touch
Communications, Inc. and, as a result, all of the outstanding shares of Common
Stock were exchanged for cash and securities of Air Touch Communications, Inc.
and all shares of Common Stock were cancelled.
(d)
No material change.
Item 5(e) is hereby amended in its entirety as follows:
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(e)
Effective August 16, 1996, the Item 2 Persons ceased to be the
owners of more than five percent of the Common Stock.
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.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.<PAGE>
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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: August 20, 1996
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. has been filed previously with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. has been filed previously
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. has been filed previously with the
Securities and Exchange Commission.
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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 (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. has been filed previously with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. has been filed previously
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. has been filed previously with the
Securities and Exchange Commission.
