<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 4
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)
<TABLE>
<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 915 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, Amendment No. 2 thereto as filed with
the Commission on July 15, 1996 and Amendment No. 3 thereto as filed with the
Commission on July 17, 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.
-2-
<PAGE> 3
CROSS-REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
<TABLE>
<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>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<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--Purchase 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:
<TABLE>
<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:
<TABLE>
<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
</TABLE>
-3-
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
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.
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;" "THE MERGER
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>
-4-
<PAGE> 4
<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 Opinion of Lehman Brothers."
(d).................................. "SPECIAL FACTORS--CCI Reasons for the Merger; Recommendation
of the CCI Board."
</TABLE>
-5-
<PAGE> 5
<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; "THE MERGER--Treatment
UNDERSTANDINGS WITH RESPECT TO THE of CCI Employee and Director Stock Options;" "SPECIAL FACTORS--
ISSUER'S SECURITIES Background of the Merger;" "--Effects of Failure to Approve the
ISSUER'S SECURITIES 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--
equired Vote;" "--Voting and Revocation of Proxies;" "SPECIAL FACTORS
-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>
-6-
<PAGE> 6
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
(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 Ratios of Earnings to Fixed Charges
and Earnings to 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; "--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.
</TABLE>
-7-
<PAGE> 7
CROSS-REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
- ----------------------- --------------------------------------
<S> <C>
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. Opinion of Wasserstein Perella & Co., Inc.
(incorporated reference to Annex F to the Proxy Statement-Prospectus
included in AirTouch's Amendment No. 3 to Registration Statement on
Form S-4 (File No. 333-03107) filed with the Commission on
July 17, 1996).
Exhibit 99.3. Opinion of Donaldson, Lufkin & Jenrette
Securities Corporation (incorporated by reference to Annex E to the
Proxy Statement-Prospectus included in AirTouch's Amendment No. 3 to
Registration Statement on Form S-4 (File No. 333-03107) filed with the
Commission on July 17, 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. 3,
filed on July 17, 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,
as amended by Amendment No. 3 filed on July 17, 1996).
(d)............................................ Exhibit 99.6. Form 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 August 1996
(incorporated by reference to AirTouch's Amendment No. 3 Registration
Statement on Form S-4 (File No. 333-03107) filed with the Commission
on July 17, 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. 3,
Registration Statement on Form S-4 (File No. 333-03107) filed with the
Commission on July 17, 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>
-8-
<PAGE> 8
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 17, 1996 AIRTOUCH COMMUNICATIONS, INC.
By /s/ MOHAN S. GYANI
------------------------------------------
Name: Mohan S. Gyani
Title: Executive Vice President
and Chief Financial Officer
July 17, 1996 CELLULAR COMMUNICATIONS, INC.
By /s/ RICHARD J. LUBASCH
------------------------------------------
Name: Richard J. Lubasch
Title: Vice President -- General Counsel
and Secretary
-9-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<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 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, as amended by Amendment No.
3 filed on July 16, 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...... Opinion of Wasserstein Perella & Co., Inc.
(incorporated by reference to Annex F to the Proxy
Statement-Prospectus included in AirTouch's Amendment
No. 3 to Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on July 17, 1996).
99.3...... Opinion of Donaldson, Lufkin & Jenrette Securities
(incorporated by reference to Annex E to the Proxy
Statement-Prospectus included in AirTouch's Amendment
No. 3 to Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on July 17, 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. 3 filed on July 17, 1996).
99.6...... Form 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 August 1996 (incorporated by reference to AirTouch's
Amendment No. 3 to Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on July 17, 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. 3 to Registration Statement on Form S-4
(File No. 333-03107) filed with the Commission on July 17, 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).
</TABLE>
- ----------
** Previously filed
-10-
