<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: July 3, 1996
AirTouch Communications, Inc.
Delaware 1-12342 94-3213132
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One California Street, San Francisco, California 94111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 658-2000
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Item 5. Other Events.
The following information replaces the information set forth under Ratio of
Earnings to Fixed Charges in AirTouch Communications, Inc.'s Registration
Statement on Form S-3 (No. 33-62787):
The following table sets forth the ratio of earnings to combined fixed
charges on a historical basis from continuing operations of the Company
for the periods indicated. For the purpose of calculating this ratio,
earnings consist of income before cumulative effect of accounting change
and income taxes and fixed charges included in pre-tax income, adjusted
for minority interests in income of certain consolidated wireless
systems, equity in net losses and distributed net income of certain
less-than-fifty-percent-owned unconsolidated wireless systems. Fixed
charges include interest on indebtedness and the portion of rental
expense representative of the interest factor.
<TABLE>
<CAPTION>
Nine-Months Ended Year ended December 31,
September 30, 1995
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
13.1 10.4 6.0 2.4 3.4 4.9
</TABLE>
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 4.1 First Supplemental Indenture Between AirTouch Communications,
Inc. and The First National Bank of Chicago, as Trustee.
Exhibit 12.1 Statement re Computation of Ratios (replaces Exhibit 12.1 -
Statement re Computation of Ratios in AirTouch's Registration
Statement on Form S-3 (No. 33-62787).
Exhibit 25.1 Form T-1 - Statement of eligibility under the Trust Indenture
Act of 1939 of The First National Bank of Chicago.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Mohan S. Gyani
-------------------------
Mohan S. Gyani
Executive Vice President and
Chief Financial Officer
Date: July 3, 1996
<PAGE> 5
Exhibit Index
Exhibit 4.1 First Supplemental Indenture Between AirTouch Communications,
Inc. and The First National Bank of Chicago, as Trustee.
Exhibit 12.1 Statement re Computation of Ratios (replaces Exhibit 12.1 -
Statement re Computation of Ratios in AirTouch's Registration
Statement on Form S-3 (No. 33-62787).
Exhibit 25.1 Form T-1 - Statement of eligibility under the Trust Indenture
Act of 1939 of The First National Bank of Chicago.
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EXHIBIT 4.1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July __, 1996, between
AIRTOUCH COMMUNICATIONS, INC., a Delaware corporation (the "Company") and THE
FIRST NATIONAL BANK OF CHICAGO, a national banking association (the "Trustee"),
WITNESSETH:
WHEREAS, the Company and the Trustee have entered into that certain
Indenture dated as of July_, 1996 (the "Original Indenture"), and such Original
Indenture provides that the Company and the Trustee may, at any time and from
time to time, under circumstances set forth in Article 10 thereof, enter into
one or more supplemental indentures without the consent of the holders of the
outstanding Securities for the purpose of supplementing the provisions of the
Original Indenture;
WHEREAS, the Company has duly authorized the execution and delivery of
this First Supplemental Indenture, and all things necessary have been done to
make this First Supplemental Indenture a valid agreement of the Company, in
accordance with its terms;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to declare additional terms and conditions upon which
certain Series of Securities may hereafter be issued, authenticated and
delivered, and in consideration of the premises and of the purchase and
acceptance of the Securities by the holders thereof, the Company covenants and
agrees with the Trustee, for the equal and proportionate benefit of the
respective holders from time to time of the Securities or of any Series thereof,
as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. CERTAIN TERMS DEFINED. The terms defined in this Section
1.01 shall, for all purposes of the Original Indenture and this First
Supplemental Indenture, have the meanings herein specified, unless the context
clearly otherwise requires:
ATTRIBUTABLE DEBT
The term "Attributable Debt" means, when used in connection with a sale
and leaseback transaction, at any date as of which the amount thereof is to be
determined, the lesser of (i) the fair value of the property subject to the
transaction (as determined by the Board of Directors) or (ii) the present value
of rent for the remaining term of the lease. Rent shall be discounted to present
value at the actual percentage rate inherent in such lease as determined in good
faith by the Company, compounded semiannually. Rent is the
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lesser of (a) rent for the remaining term of the lease assuming it is not
terminated or (b) rent from the date of determination until the first possible
termination date plus the termination payment then due, if any. The remaining
term of a lease includes any period for which the lease has been extended. Rent
does not include (1) amounts for maintenance, repairs, insurance, taxes,
assessments and similar charges or (2) contingent rent, such as that based on
sales. Rent may be reduced by rent that any sublessee must pay from the date of
determination for all or part of the same property.
CONSOLIDATED NET TANGIBLE ASSETS
The term "Consolidated Net Tangible Assets" means the consolidated
total assets of the Company and its subsidiaries as reflected in the Company's
most recent balance sheet prepared in accordance with generally accepted
accounting principles, less (i) current liabilities (excluding current
maturities of long-term debt and obligations under capital leases) and (ii)
goodwill, trademarks, patents, and minority interests of others.
DOMESTIC CELLULAR JOINT VENTURE
The term "Domestic Cellular Joint Venture" means the partnership or
other joint venture to be formed by the Company and U S WEST, Inc., or their
Subsidiaries, pursuant to the Amended and Restated Joint Venture Organization
Agreement dated September 30, 1995, as amended from time to time, for the
purposes of owning and operating certain of the parties' assets used in the
provision of Domestic Cellular Service.
DOMESTIC CELLULAR SERVICE
The term "Domestic Cellular Service" means the provision of wireless
telephony service on the 800 MHz bands in the United States.
FIRST SUPPLEMENTAL INDENTURE
The term "First Supplemental Indenture" shall mean this First
Supplemental Indenture dated as of July __, 1996, between the Company and the
Trustee, as such was originally executed, or as it may from time to time be
supplemented, modified or amended, as provided herein and in the Indenture.
INDEBTEDNESS
The term "Indebtedness" means, with respect to any Person, the
aggregate amount of, without duplication: (i) all obligations for borrowed
money; (ii) all obligations evidenced by debentures, notes or other similar
instruments; (iii) all obligations to pay the deferred purchase price of
property or services, except trade accounts payable, accrued commissions and
other similar accrued current liabilities in respect of such obligations, in any
case not overdue, arising in the ordinary course of business; (iv) all
obligations of such Person under any lease (or other agreement conveying the
right to use) of property by a
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Person as lessee or guarantor which would, in conformity with generally accepted
accounting principles, be required to be accounted for as a capital lease on the
balance sheet of that Person; (v) all obligations or liabilities of others
secured by a Lien on any asset owned by such Person or Persons whether or not
such obligation or liability is assumed (the amount of such Indebtedness being
deemed to be the lesser of the value of such property or assets or the amount of
the Indebtedness so secured); (vi) all reimbursement obligations of such Person
or Persons in respect of any letters of credit or bankers' acceptances related
to Indebtedness of such Person or another Person; (vii) all Attributable Debt;
(viii) all Redeemable Stock of such Person; and (ix) all guarantees of
Indebtedness of other Persons. The term "Indebtedness" shall not include any
obligations of a Person under a Swap Contract.
INDENTURE
The term "Indenture" shall mean the Original Indenture, as supplemented
by the First Supplemental Indenture dated as of July __, 1996, each being
between the Company and the Trustee, and as it may from time to time hereafter
be further supplemented, modified or amended, as provided in the Indenture, and
shall include the form and terms of particular series of Securities established
as contemplated by Section 2.01 and 2.02 of the Indenture.
INTERNATIONAL SUBSIDIARY
The term "International Subsidiary" means any subsidiary of the Company
not engaged in the provision of Domestic Cellular Service and the principal
business of which is conducted, or the principal assets of which are located,
outside of the United States.
LIEN
The term "Lien" means any lien, mortgage, pledge, security interest,
charge, or encumbrance of any kind (including any conditional sale or other
title retention agreement or any lease in the nature thereof) and any agreement
to give or refrain from giving any lien, mortgage, pledge, security interest,
charge, or other encumbrance of any kind.
ORIGINAL INDENTURE
The term "Original Indenture" shall mean that certain Indenture dated
as July_, 1996 between the Company and the Trustee, as such indenture was
originally executed.
PCS ENTITY
The term "PCS Entity" means any Person primarily engaged in the
business of personal communications services, defined as radio communications
operating in the "broadband PCS" bands, namely the 1850-1890 MHz, 1930-1970 MHz,
2130-2150 MHz,
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and 2180-2200 MHz bands, including Persons who primarily provide support
services or equipment for personal communications services.
PRINCIPAL PROPERTY
The term "Principal Property" means land, land improvements, buildings
and associated equipment or property owned or leased pursuant to a capital lease
and used by the Company or a Restricted Subsidiary primarily for providing
Domestic Cellular Service and located within the United States of America and
having a book value in excess of two percent (2%) of Consolidated Net Tangible
Assets, as of the date of such determination, but not including any such
property financed through the issuance of tax exempt governmental obligations,
or any such property that has been determined by resolution of the Board of
Directors of the Company not to be of material importance to the respective
businesses conducted by the Company and its Restricted Subsidiaries.
REDEEMABLE STOCK
The term "Redeemable Stock" means, with respect to any Person, any
stock that by its terms matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise.
RESTRICTED SUBSIDIARY
The term "Restricted Subsidiary" means (i) any Subsidiary of the
Company which (a) has substantially all of its property in the United States,
(b) is primarily engaged in the business of providing Domestic Cellular Service
and (c) is in existence on __________, 1996, or is designated by the Board of
Directors of the Company after such date as a Restricted Subsidiary, and (ii)
the Domestic Cellular Joint Venture and its Subsidiaries.
SUBSIDIARY
The term "Subsidiary" means, with respect to any specified Person, (i)
a corporation, at least a majority of the outstanding securities of which having
ordinary voting power (other than securities having such power only by reason of
the happening of a contingency) is at such time owned by such Person or by one
or more Subsidiaries of such Person; or (ii) a partnership, joint venture,
association, or other business entity, if in accordance with generally accepted
accounting principles such entity is consolidated with such Person for financial
statement purposes.
SWAP CONTRACT
The term "Swap Contract" means any agreement relating to any
transaction that is a rate swap, basis swap, forward rate transaction, commodity
option, equity or equity index swap or option, bond, note or bill option,
interest rate option, forward transaction, cap, collar or floor transaction,
currency swap, cross-currency rate swap, swaption,
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currency option or any other similar transaction (including any option to enter
into any of the foregoing) or any combination of the foregoing, and, unless the
context otherwise clearly requires, any master agreement relating to or
governing any or all of the foregoing, provided that such Swap Contract was
entered into for the purpose of managing risks associated with liabilities,
commitments of assets of the Company or any Subsidiary and not for speculation.
SECTION 1.02. OTHER DEFINITIONS. All of the terms appearing herein
shall be defined as the same are now defined under the provisions of the
Original Indenture, except when expressly herein otherwise defined.
ARTICLE TWO
ADDITIONAL COVENANTS OF THE COMPANY
In addition to the covenants set forth in the Original Indenture, the
following covenants shall apply to any Series of Securities that the Board of
Directors has specifically determined to be subject to such covenants pursuant
to a Certified Resolution or a Supplemental Indenture:
SECTION 2.10. ADDITION OF NEW SECTIONS 4.06-4.09, INCLUSIVE. Article Four of the
Original Indenture shall be amended by adding the following new Section 4.06
through 4.09, inclusive:
SECTION 4.06. RESTRICTIONS ON INDEBTEDNESS OF RESTRICTED SUBSIDIARIES.
The Company shall not permit any Restricted Subsidiary to create,
assume, incur or guarantee any Indebtedness other than the following:
(i) Indebtedness of a Restricted Subsidiary incurred after ___________,
1996, provided that immediately after the incurrence of such
Indebtedness the aggregate amount of Indebtedness incurred and
outstanding pursuant to this subsection (i) and not otherwise permitted
hereunder does not exceed five percent (5%) of Consolidated Net
Tangible Assets; (ii) Indebtedness of any entity (other than a PCS
Entity) existing at the time (a) such entity becomes a Restricted
Subsidiary, (b) such entity is merged into or consolidated with the
Company or a Restricted Subsidiary, or (c) the Company or a Restricted
Subsidiary acquires all or substantially all of the assets of such
entity, provided that immediately after the incurrence of such
Indebtedness the aggregate amount of Indebtedness incurred and
outstanding pursuant to subsection (ii) and not otherwise permitted
hereunder does not exceed five percent (5%) of Consolidated Net
Tangible Assets; (iii) Indebtedness pursuant to capital leases
(including any Japanese leveraged lease or similar cross-border lease
transaction), provided that immediately after the incurrence of such
Indebtedness, the aggregate amount of Indebtedness incurred and
outstanding pursuant to this subsection (iii) and not otherwise
permitted hereunder does not exceed ten percent (10%) of Consolidated
Net Tangible Assets; (iv) Indebtedness owed to the Company or any
Subsidiary of the Company or to any partner or
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stockholder having at least a ten percent (10%) ownership interest in
such Restricted Subsidiary; (v) Indebtedness of any Restricted
Subsidiary existing on ________, 1996 or owing pursuant to the Zero
Coupon Convertible Subordinated Notes due 1999 originally issued by
Cellular Communications, Inc.; (vi) Indebtedness of any PCS Entity
existing at the time (a) such PCS Entity becomes a Restricted
Subsidiary, (b) such PCS Entity is merged into or consolidated with the
Company or a Restricted Subsidiary, or (c) the Company or a Restricted
Subsidiary acquires all or substantially all of the assets of such PCS
Entity; or (vii) Indebtedness of any Restricted Subsidiary constituting
any replacement, extension or renewal of any Indebtedness incurred
pursuant to subsection (i) through (vi) above (to the extent such
Indebtedness is not increased).
SECTION 4.07. RESTRICTIONS ON LIENS.
(a) The Company shall not, and shall not permit any Restricted
Subsidiary to, incur any Indebtedness secured by a Lien on any shares
of stock, indebtedness or other obligations of a Subsidiary or any
Principal Property of the Company or a Restricted Subsidiary (such
stock, indebtedness and Principal Property being collectively referred
to as "Property"), unless the Company secures or causes such Restricted
Subsidiary to secure the outstanding Securities (together with, if the
Company shall so determine, any other Indebtedness of the Company or
such Restricted Subsidiary then existing or thereafter created ranking
equally with the Securities, including guarantees of indebtedness of
others) equally and ratably with (or prior to) such Indebtedness, so
long as such Indebtedness shall be so secured, provided that this
Section 4.07 shall not apply in the case of Indebtedness secured by:
(i) Liens on Property existing at the time of acquisition thereof or
to secure the payment of all or any part of the purchase price thereof
or to secure any Indebtedness incurred prior to, at the time of or
within 180 days after the acquisition of such Property for the purpose
of financing all or any part of the purchase price thereof;
(ii) Liens securing Indebtedness owing by a Restricted Subsidiary to
the Company or any Subsidiary of the Company;
(iii) Liens on Property of any entity, or on the stock, indebtedness or
other obligations of such entity, existing at the time (a) such entity
becomes a Restricted Subsidiary, (b) such entity is merged into or
consolidated with the Company or a Restricted Subsidiary, or (c) the
Company or a Restricted Subsidiary acquires all or substantially all of
the assets of such entity; provided that no such Lien extends to any
other Property and provided that such Indebtedness is otherwise
permitted pursuant to Section 4.06 hereof;
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(iv) Liens on Property to secure any Indebtedness incurred to provide
funds for all or any part of the cost of development of or improvements
to such Property;
(v) any Lien on Property to secure Indebtedness or other
indebtedness incurred in connection with any financing undertaken in
accordance with Section 103 of the Internal Revenue Code of 1986, as
amended, or any replacement law;
(vi) Liens on the property of the Company or any of its Subsidiaries
securing (a) non-delinquent performance of bids or contracts (other
than for borrowed money, obtaining of advances or credit or the
securing of debt), (b) contingent obligations on surety and appeal
bonds, and (c) other non-delinquent obligations of a like nature, in
each case incurred in the ordinary course of business;
(vii) Liens securing obligations in respect of capital leases on
assets subject to such leases (including any Japanese leveraged lease
or similar cross-border lease transaction), provided that such
Indebtedness is otherwise permitted pursuant to Section 4.06 hereof;
and provided further that (a) any such Lien attaches to such assets
within 180 days after the acquisition thereof and (b) such Lien
attaches solely to the assets so acquired;
(viii) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar
rights and remedies as to deposit account or other funds, provided that
such deposit account is not a dedicated cash collateral account and is
not subject to restrictions against access by the Company in excess of
those set forth by regulations promulgated by the Federal Reserve Board
and such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution;
(ix) Liens on personal property, other than shares of stock or
Indebtedness of any Restricted Subsidiary, to secure loans maturing not
more than one year from the date of the creation thereof;
(x) Liens on the stock, indebtedness or other obligations of any
International Subsidiary, provided that such Liens do not secure
Indebtedness of the Company or of any Restricted Subsidiary other than
Indebtedness of the type described in clause (v) of the definition of
Indebtedness in Section 1.01;
(xi) any renewal, extension, or replacement (in whole or in part) of
any Lien permitted pursuant to subsections (i) through (x) above or of
any Indebtedness secured thereby, provided that such extension, renewal
or replacement Lien shall be limited to all or any part of the same
Property that secured the Lien extended, renewed or replaced (plus
improvements on such Property).
(b) Notwithstanding the restrictions contained in Section
4.07(a), the Company may, and may permit any Restricted Subsidiary to,
issue, assume or
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guarantee Indebtedness secured by Liens on Property which are not
excepted by subparagraphs (i)-(xi) of Section 4.07(a) hereof without
equally and ratably securing the Securities, provided that the sum of
all such Indebtedness then being issued, assumed or guaranteed does not
exceed ten percent (10%) of the Consolidated Net Tangible Assets prior
to the time such Indebtedness was issued, assumed or guaranteed.
SECTION 4.08. RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. The
Company shall not itself, and shall not permit any Restricted
Subsidiary to, enter into any arrangement (except for temporary leases
for a term of not more than three years, or except for sale or transfer
and leaseback transactions involving the acquisition or improvement of
Principal Properties provided that the amount of consideration received
at the time of sale or transfer by the Company or such Restricted
Subsidiary for the property so sold or transferred shall be applied as
set forth in section (ii) below) with any bank, insurance company or
other lender or investor, or to which any such lender or investor is
party, providing for the leasing to the Company or any Restricted
Subsidiary of any Principal Property which has been or is to be sold or
transferred by the Company or any Restricted Subsidiary to such lender
or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such property
unless either:
(i) the Company or any Restricted Subsidiary could create
Indebtedness secured by a Lien pursuant to Section 4.07 hereof on the
property to be leased without equally and ratably securing the
Securities, or
(ii) the Company within the 12 months preceding such sale or
transfer or the 12 months following such sale or transfer, regardless
of whether such sale or transfer may have been made by the Company or
by a Restricted Subsidiary, has applied or applies an amount equal to
the greater of (a) the net proceeds of the sale of the property leased
pursuant to such arrangement or (b) the fair value of the property so
leased at the time of entering into such arrangement:
(1) to the voluntary retirement of Indebtedness of the
Company or of a Restricted Subsidiary or Indebtedness of a Subsidiary
guaranteed by the Company which debt matures by its terms more than one
year after the date on which it was originally incurred (collectively
herein called "funded debt"); provided that there shall be credited
against the amount required by section (ii) to be applied to the
retirement of funded debt an amount equal to: (x) the principal amount
of any Securities delivered within the 12 months preceding such sale or
transfer or the 12 months following such sale or transfer to the
Trustee for voluntary retirement and cancellation, plus (y) the
principal amount of funded debt, other than Securities, voluntarily
retired by the Company within 12 months before or after such sale; or
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(2) to the acquisition, development or improvement of a
Principal Property or Principal Properties.
SECTION 4.09. CORPORATE EXISTENCE OF THE COMPANY; CONSOLIDATION,
MERGER, SALE OR TRANSFER. So long as any of the Securities are
outstanding, the Company shall maintain its corporate existence, shall
not dissolve, sell or otherwise dispose of all or substantially all of
its assets and shall not consolidate with or merge into another entity
or permit one or more other entities to consolidate with or merge into
it; provided that the Company may consolidate with or merge into
another entity or permit one or more other entities to consolidate with
or merge into it, or sell or otherwise transfer to another entity all
or substantially all of its assets as an entirety and thereafter
dissolve, if the surviving, resulting or transferee entity, as the case
may be, (i) shall be incorporated and existing under the laws of one of
the States of the United States of America, (ii) assumes, if such
entity is not the Company, all of the obligations of the Company
hereunder and (iii) is not, after such transaction, otherwise in
default under any provision hereof.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.01. PROVISIONS OF THE ORIGINAL INDENTURE. Except insofar as
herein otherwise expressly provided, all the definitions, provisions, terms and
conditions of the Original Indenture shall be deemed to be incorporated in and
made a part of this First Supplemental Indenture; and the Original Indenture, as
amended and supplemented by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Original Indenture and this First
Supplemental Indenture shall be read, taken and considered as one and the same
instrument for all purposes and every Holder of Notes authenticated and
delivered under the Indenture shall be bound hereby.
SECTION 3.02. SEPARABILITY OF INVALID PROVISIONS. In case any one or
more of the provisions contained in this First Supplemental Indenture should be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions contained in this First
Supplemental Indenture, and to the extent and only to the extent that any such
provision is invalid, illegal or unenforceable, this First Supplemental
Indenture shall be construed as if such provision had never been contained
herein.
SECTION 3.03. EXECUTION IN COUNTERPARTS. This First Supplemental
Indenture may be simultaneously executed and delivered in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original; but such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, each of AIRTOUCH COMMUNICATIONS, INC. and THE FIRST NATIONAL
BANK OF CHICAGO has caused this First Supplemental Indenture to be signed by its
Chairman of the Board or any Vice Chairman of the Board or one of its Vice
Presidents and to be signed and acknowledged by one of its Assistant Secretaries
all as of the day and year first written above.
AIRTOUCH COMMUNICATIONS, INC.
By:____________________________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:___________________________________________
10
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EXHIBIT 12.1
AIRTOUCH COMMUNICATIONS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
9 Mos. Year Year Year Year Year
(Dollars in millions) 1995 1994 1993 1992 1991 1990
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Reported pre-tax income from $ 228.7 $ 206.4 $ 107.9 $ 14.4 $ 92.9 $ 101.7
continuing operations
Add back:
Minority interests in the income of
consolidated wireless system 26.2 16.3 46.4 45.5 45.2 38.1
Equity in net losses, net of income, of less
than fifty-percent-owned unconsolidated
wireless systems 28.5 11.2 29.8 30.4 14.4 5.9
Distributed income of less-than-
fifty-percent-owned unconsolidated
wireless systems 1.7 1.1 8.7 7.8 0.0 0.0
Fixed charges included in reported
pre-tax income 15.7 24.5 34.5 64.3 46.8 27.8
------- ------- ------- ------- ------- -------
Total $ 300.8 $ 259.5 $ 227.3 $ 162.4 $ 199.3 $ 173.5
------- ------- ------- ------- ------- -------
FIXED CHARGES
Total interest on debt $ 11.6 $ 10.7 $ 25.8 $ 56.5 $ 49.2 $ 29.5
1/3 operating rental expense 11.3 14.2 12.4 11.4 9.2 6.1
------- ------- ------- ------- ------- -------
Total $ 22.9 $ 24.9 $ 38.2 $ 67.9 $ 58.4 $ 35.6
------- ------- ------- ------- ------- -------
RATIO OF EARNINGS TO
FIXED CHARGES 13.1 10.4 6.0 2.4 3.4 4.9
======= ======= ======= ======= ======= =======
</TABLE>
Prior to April 1, 1994, the Company was an 86.1% owned subsidiary of Pacific
Telesis Group ("Telesis"). As a subsidiary of Telesis, the Company met its
funding requirements primarily through short-term borrowings and equity
contributions from Telesis. During 1993, Telesis provided equity contributions
of $1.179.8 million which the Company used to significantly reduce its
indebtedness to Telesis. The Company's indebtedness to Telesis totaled $958.4
million, $0.3 million, and $0.0 million at December 31, 1992, 1993, and 1994,
respectively.
<PAGE> 1
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)
---------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
---------------------
AIRTOUCH COMMUNICATIONS, INC.
(Exact name of obligor as specified in its charter)
Delaware 94-3213132
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One California Street 94111
San Francisco, California (Zip Code)
Address of Principal Executive Offices)
Debt Securities
(Title of Indenture Securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISION AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D. D., Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors
of the Federal Reserve System, Washington, D. C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
8. Not applicable.
9. Not applicable.
* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OF
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
<PAGE> 3
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 19th day of June, 1996.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
-------------------------------
Steven M. Wagner
Vice President
<PAGE> 4
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(B) OF THE ACT
June 19, 1996
Securities and Exchange Commission
Washington, D. C. 20549
To Whom it May Concern:
In connection with the qualification of an indenture between Airtouch
Communications, Inc. and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State Authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Steven M. Wagner
--------------------------------
Steven M. Wagner
Vice President
<PAGE> 5
EXHIBIT 7
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority.
<PAGE> 6
EXHIBIT 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR MARCH 31, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ------------ LESS
THOUSANDS RCFD BIL MIL THOU THAN
----------------- ---- ------------ ----
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)................. 0081 3,047,140 1.a.
b. Interest-bearing balances(2).......................................... 0071 8,488,390 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).......... 1773 997,155 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold.................................................... 0276 3,384,301 3.a.
b. Securities purchased under agreements to resell....................... 0277 685,531 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C).................................................................... RCFD 2122 16,884,488 4.a.
b. LESS: Allowance for loan and lease losses............................. RCFD 3123 358,448 4.b.
c. LESS: Allocated transfer risk reserve................................. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).................................. 2125 16,526,040 4.d.
5. Assets held in trading accounts.......................................... 3545 10,974,841 5.
6. Premises and fixed assets (including capitalized leases)................. 2145 592,581 6.
7. Other real estate owned (from Schedule RC-M)............................. 2150 9,952 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)........................................... 2130 42,098 8.
9. Customers' liability to this bank on acceptances outstanding............. 2155 564,435 9.
10. Intangible assets (from Schedule RC-M)................................... 2143 96,463 10.
11. Other assets (from Schedule RC-F)........................................ 2160 1,703,124 11.
12. Total assets (sum of items 1 through 11)................................. 2170 47,112,051 12.
</TABLE>
- ----------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE> 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1).................................... RCON 2200 14,251,874 13.a.
(1) Noninterest-bearing(1)..................................... RCON 6631 5,707,786 13.a.(1)
(2) Interest-bearing........................................... RCON 6636 8,544,088 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)............................. RCFN 2200 12,839,836 13.b.
(1) Noninterest bearing........................................ RCFN 6631 196,311 13.b.(1)
(2) Interest-bearing........................................... RCFN 6636 12,643,525 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased........................................ RCFD 0278 2,692,008 14.a.
b. Securities sold under agreements to repurchase................. RCFD 0279 1,165,032 14.b.
15. a. Demand notes issued to the U.S. Treasury....................... RCON 2840 77,000 15.a.
b. Trading Liabilities............................................ RCFD 3548 7,103,300 15.b.
16. Other borrowed money:
a. With original maturity of one year or less..................... RCFD 2332 2,223,560 16.a.
b. With original maturity of more than one year.................. RCFD 2333 144,665 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases............................................................ RCFD 2910 283,041 17.
18. Bank's liability on acceptance executed and outstanding........... RCFD 2920 564,435 18.
19. Subordinated notes and debentures................................. RCFD 3200 1,275,000 19.
20. Other liabilities (from Schedule RC-G)............................ RCFD 2930 1,411,087 20.
21. Total liabilities (sum of items 13 through 20).................... RCFD 2948 44,030,838 21.
22. Limited-Life preferred stock and related surplus.................. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus..................... RCFD 3838 0 23.
24. Common stock...................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).......... RCFD 3839 2,320,326 25.
26. a. Undivided profits and capital reserves......................... RCFD 3632 559,707 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities..................................................... RCFD 8434 730 26.b.
27. Cumulative foreign currency translation adjustments............... RCFD 3284 (408) 27.
28. Total equity capital (sum of items 23 through 27)................. RCFD 3210 3,081,213 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................. RCFD 3300 47,112,051 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<S> <C> <C>
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external auditors as of any NUMBER
date during 1993........................................... /RCFD 6724 2/ M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -----------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
