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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994.
COMMISSION FILE NUMBER 1-12342
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AIRTOUCH COMMUNICATIONS, INC.
A DELAWARE CORPORATION I.R.S. EMPLOYER NUMBER 94-3213132
ONE CALIFORNIA STREET
SAN FRANCISCO, CA 94111
(415) 658-2000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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<CAPTION>
Title of each class Name of each exchange on which registered
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<S> <C>
COMMON STOCK, $.01 PAR VALUE, WITH NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS PACIFIC STOCK EXCHANGE
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /
Based on the composite closing sales price on March 20, 1995, the aggregate
market value of all voting stock held by nonaffiliates was approximately $13.5
billion. At March 20, 1995, 494,174,654 shares of common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated Parts of this Form 10-K:
1994 Annual Report to Stockholders - Part II
1995 Proxy Statement - Part III
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FORM 10-K/A
AMENDMENT NO. 1
The undersigned registrant hereby amends Item 11 of its Annual Report on Form
10-K for the fiscal year ended December 31, 1994 as set forth below. Such
item, as amended, excludes from incorporation by reference certain portions of
the registrant's 1995 Proxy Statement, as permitted by Rule 402(a)(8) of
Regulation S-K. With respect to one such excluded portion, the performance
graph, the registrant has refiled its Proxy Statement to correct the
inadvertent transposition of the titles "Peer Group" and "S&P 500" in the graph
and the table under the graph.
PART III
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth under the headings "Director
Compensation and Related Transactions" on page 5 and "Executive Compensation"
and "Employment Contracts and Termination of Employment or Change-in-Control
Arrangements" on pages 10 through 15 of the Company's 1995 Proxy Statement,
which are incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Kristina Veaco
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Kristina Veaco
Assistant Secretary
Dated: April 5, 1995
