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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
AIRTOUCH COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3213132
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One California Street, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class
- ------------------- is to be registered
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1. 6.0 % Class B Mandatorily The New York Stock
Convertible Preferred Stock, Exchange, Inc.
Series 1996, par value $0.01 per
share
2. 4.25% Class C Convertible The New York Stock
Preferred Stock, Series 1996, par Exchange, Inc.
value $0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
In response to Item 1, AirTouch Communications, Inc. (the "Company")
hereby incorporates by reference the descriptions of the Company's 6.0% Class B
Mandatorily Convertible Preferred Stock, Series 1996, par value $0.01 per share
("Class B Preferred Stock"), and 4.25% Class C Convertible Preferred Stock,
Series 1996, par value $0.01 per share ("Class C Preferred Stock"), set forth
under the captions "Description of AirTouch Capital Stock--AirTouch Class B
Preferred Stock" and "Description of AirTouch Capital Stock--Class C Preferred
Stock," respectively, in the Company's preliminary Proxy Statement-Prospectus
dated July __, 1996, in its Registration Statement on Form S-4 (File No.
333-03107) filed with the Commission on May 3, 1996, as amended by Amendment
Nos. 1 and 2 thereto filed on June 24, 1996 and July 15, 1996, respectively.
The Proxy Statement-Prospectus will be filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933 and shall
be deemed incorporated herein by reference.
Item 2. Exhibits.
1.1 Form of Certificate of Designation, Preferences and Rights of
6.00% Class B Mandatorily Convertible Preferred Stock, Series
1996, of AirTouch Communications, Inc. (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement
on Form S-4, File No. 333-03107).
1.2 Form of Certificate of Designation, Preferences and Rights of
4.25% Class C Convertible Preferred Stock, Series 1996, of
AirTouch Communications, Inc. (incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-4,
File No. 333-03107).
1.3 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on Form
8-K, dated December 15, 1994, File No. 1-12342).
1.4 Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, File No. 1-12342,
filed on March 27, 1996).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: July 15, 1996.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Kristina Veaco
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Kristina Veaco
Assistant Secretary
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EXHIBIT INDEX
Exhibit
No. Page
- ------- ----
1.1 Form of Certificate of Designation, Preferences and Rights
of 6.00% Class B Mandatorily Convertible Preferred Stock,
Series 1996, of AirTouch Communications, Inc. (incorporated
by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-4, File No. 333-03107).
1.2 Form of Certificate of Designation, Preferences and Rights
of 4.25% Class C Convertible Preferred Stock, Series 1996,
of AirTouch Communications, Inc. (incorporated by reference
to Exhibit 4.5 to the Company's Registration Statement on
Form S-4, File No. 333-03107).
1.3 Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Current Report
on Form 8-K, dated December 15, 1994, File No. 1-12342).
1.4 Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, File No.
1-12342, filed on March 27, 1996).
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