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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: May 16, 1997
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
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(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.
AirTouch Communications, Inc. ("AirTouch") and U S WEST, Inc. announced on May
16, 1997 that they have signed a definitive agreement on the merger of their
domestic wireless interests as described in the press release attached as
Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99. Press Release dated May 16, 1997.
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: May 28, 1997
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Exhibits Index
Exhibit 99. Press Release dated May 16, 1997
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CONTACT: FOR RELEASE:
Amy Damianakes, AirTouch (510) 210-3645 May 16, 1997
Steve Lang, U S WEST Media Group (303) 793-6290
AIRTOUCH AND U S WEST MEDIA GROUP SIGN DEFINITIVE AGREEMENT ON
MERGER OF DOMESTIC WIRELESS INTERESTS
AirTouch Communications (NYSE: ATI) and U S WEST Media Group (NYSE:
UMG) have signed a definitive agreement to merge the domestic cellular business
of Media Group and its interest in PrimeCo Personal Communications into
AirTouch.
AirTouch and U S WEST announced April 17 that they had signed a letter
of intent regarding the merger. The principal terms of the definitive agreement
are the same as those in the letter of intent.
The parties value the merger at about $5 billion. The transaction
includes the tax-free distribution of AirTouch stock to Media Group shareowners
and the assumption by AirTouch of $2.2 billion of debt associated with the
business being acquired.
U S WEST also said that it would transfer its domestic directory
business from its Media Group to its Communications Group (NYSE: USW) in
connection with the AirTouch merger.
Closing of the AirTouch/Media Group transaction requires a favorable
ruling from the Internal Revenue Service, Hart-Scott-Rodino review and approval
by shareowners of Media Group and U S WEST Communications Group. The companies
believe this transaction should close by the end of the year or early next year,
but they noted that "Morris Trust" legislation introduced April 17 in Congress
would block this transaction if the legislation passes in its current form. In
this event, the companies would continue with their existing joint venture
agreement.
-more-
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AirTouch and U S WEST Media Group Sign Agreement, Page 2
U S WEST Media Group (NYSE: UMG), one of America's largest broadband
communications companies, is involved in domestic and international cable and
telephony, wireless communications, and directory and information services. For
1996, Media Group reported proportionate revenues of $6.4 billion. Media Group
is one of two major groups that make up U S WEST, a company in the connections
business, helping customers share information, entertainment, and communications
services in local markets worldwide. U S WEST's other major group, U S WEST
Communications, provides telecommunications services in 14 western and
midwestern states.
AirTouch Communications is a global wireless communications company,
with interests in cellular, paging, and personal communications services in the
United States, Belgium, Germany, India, Italy, Japan, Poland, Portugal, Romania,
South Korea, Spain, and Sweden, as well as an interest in the Globalstar
satellite system. The company, based in San Francisco, serves nearly 8.5 million
proportionate customers worldwide.
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NOTE: Another press release by U S WEST announcing the plan to move U S
WEST Media Group's directory operations to U S WEST Communications Group is
being issued simultaneously.
