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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
to
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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CELLULAR COMMUNICATIONS, INC.
(Name of Issuer)
AIRTOUCH COMMUNICATIONS, INC
CELLULAR COMMUNICATIONS, INC.
(Name of persons filing statement)
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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)
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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
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(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of the persons filing statement)
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Copies to:
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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
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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/
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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 and Amendment No. 2 thereto as filed with
the Commission on July 15, 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.
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CROSS-REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
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17. MATERIAL TO BE FILED AS EXHIBITS.
(a)............................................ Exhibit 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 Annual Report on Form 10-Q for the quarter
ended June 30, 1995, File No. 1-12342).
Exhibit 99.9 Indenture between AirTouch Communications, Inc.
and The First National Bank of Chicago, Inc. as Trustee
(incorporated by reference to Exhibit 4.8 to AirTouch's
Registration Statement on Form S-3 (File No. 33-62787)
filed on September 21, 1995).
Exhibit 99.10 First Supplemental Indenture between AirTouch
Communications Inc. and First National Bank of
Chicago as Trustee (incorporated by reference to
Exhibit 4.1 to AirTouch's Current Report on Form 8-K
(File No. 1-12342) filed on July 3, 1996).
Exhibit 99.11 Second Supplemental Indenture between
AirTouch Communications, Inc. and The First National
Bank of Chicago as Trustee (incorporated by reference
to Exhibit 4.1 to AirTouch's Current Report on Form
8-K, (File No. 1-12342) filed on July 11, 1996).
(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. 2 to Registration Statement on
Form S-4 (File No. 333-03107) filed with the Commission on
July 15, 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. 2 to
Registration Statement on Form S-4 (File No. 333-03107) filed with the
Commission on July 15, 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. 2,
filed on July 15, 1996).
(c)............................................ Exhibit 2.1. Plan of Merger among CCI, AirTouch and AirTouch Cellular,
dated as of April 5, 1996 and amended and restated as of July 12, 1996
(incorporated by reference to Annex A to the Proxy Statement-Prospectus
included in AirTouch's Amendment No. 2 to Registration Statement on Form
S-4 (File No. 333-03107) filed with the Commission on July 15, 1996).
(d)............................................ Exhibit 99.6. 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 August 16 1996 (incorporated
by reference to AirTouch's Amendment No. 2 Registration Statement on
Form S-4 (File No. 333-03107) filed with the Commission on
July 15, 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 Amendment No. 2,
Registration Statement on Form S-4 (File No. 333-03107) filed with the
Commission on July 15, 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
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** previously filed
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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.
July 15, 1996 AIRTOUCH COMMUNICATIONS, INC.
By /s/ MOHAN S. GYANI
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Name: Mohan S. Gyani
Title: Executive Vice President
and Chief Financial Officer
July 15, 1996 CELLULAR COMMUNICATIONS, INC.
By /s/ RICHARD J. LUBASCH
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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
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2.1....... Plan of Merger among CCI, AirTouch and AirTouch
Cellular, dated as of April 5, 1996 and amended
and restated as of July 12, 1996 (incorporated
by reference to Annex A to the Proxy Statement-Prospectus
included in AirTouch's Amendment No. 2 to Registration
Statement on Form S-4 (File No. 333-03107) filed with the
Commission on July 15, 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. 2 to Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on July 15, 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. 2 to Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on July 15, 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. 2 filed on July 15, 1996).
99.6...... 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 on August 16, 1996 (incorporated by reference to AirTouch's
Amendment No. 2 to Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on July 15, 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
Amendment No. 2 to Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on July 15, 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).
99.9...... Indenture between AirTouch Communications, Inc. and The First
National Bank of Chicago, Inc. as Trustee (incorporated by
reference to Exhibit 4.8 to AirTouch's Registration Statement on
Form S-3 (File No. 33-62787) filed on September 21, 1995).
99.10..... First Supplemental Indenture between AirTouch Communications, Inc.
and First National Bank of Chicago as Trustee (incorporated by
reference to Exhibit 4.1 to AirTouch's Current Report on
Form 8-K (File No. 1-12342) filed on July 3, 1996).
99.11..... Second Supplemental Indenture between AirTouch Communications, Inc.
and The First National Bank of Chicago as Trustee (incorporated
by reference to Exhibit 4.1 to AirTouch's Current Report on
Form 8-K, (File No. 1-12342) filed on July 11, 1996).
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** Previously filed
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