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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 29, 1998
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 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 1.1 Underwriting Agreement dated May 29, 1998 among AirTouch
Communications, Inc., Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., J.P. Morgan Securities Inc. and Salomon Brothers
Inc, as Representatives of the several Underwriters.
Exhibit 4.1 Fifth Supplemental Indenture between AirTouch Communications,
Inc. and The First National Bank of Chicago, as Trustee.
Exhibit 4.2 Form of 6.35% Note due 2005.
Exhibit 5.1 Opinion of Counsel.
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/ SHARON A. LE DUY
-----------------------
Sharon A. Le Duy
Assistant Secretary
Date: May 29, 1998
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Exhibits Index
Exhibit 1.1 Underwriting Agreement dated May 29, 1998 among AirTouch
Communications, Inc., Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., J.P. Morgan Securities Inc. and Salomon Brothers
Inc, as Representatives of the several Underwriters.
Exhibit 4.1 Fifth Supplemental Indenture between AirTouch Communications,
Inc. and The First National Bank of Chicago, as Trustee.
Exhibit 4.2 Form of 6.35% Note due 2005.
Exhibit 5.1 Opinion of Counsel.
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Exhibit 1.1
UNDERWRITING AGREEMENT
May 29, 1998
AirTouch Communications, Inc.
One California Street
San Francisco, California 94111
Ladies and Gentlemen:
Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., J.P. Morgan
Securities Inc. and Salomon Brothers Inc, as representatives (the
"Representatives") of the underwriters named in Schedule I hereto (the
"Underwriters"), understand that AirTouch Communications, Inc., a Delaware
corporation ("AirTouch"), proposes to issue and sell to them $200 million
aggregate principal amount of its 6.35% Notes Due 2005 (the "Notes").
Subject to the terms and conditions, and in reliance upon the
representations and warranties, set forth or incorporated by reference herein,
AirTouch agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from AirTouch, at a purchase price of
99.319% of the principal amount of the Notes, plus accrued interest thereon,
from June 1, 1998 to the Closing Date (as defined herein), the principal amount
of Notes set forth opposite such Underwriter's name in Schedule I hereto. The
Notes will be sold at a public offering price of 99.944% of the principal amount
of the Notes, plus accrued interest thereon, from June 1, 1998 to the Closing
Date.
Delivery of and payment for the Notes shall be made at 10:00 A.M., New
York City time, on June 3, 1998, or such later date (not later than June 10,
1998) as the Representatives shall designate, which date and time may be
postponed by agreement between the Representatives and AirTouch or as provided
in Section 10 of the Standard Provisions (as defined below) incorporated by
reference herein (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Notes shall be made to
the Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of the
purchase price therefor to or upon the order of AirTouch by wire transfer
payable in same day funds or by such other manner of payment as may be agreed
upon by AirTouch and the Representatives. Delivery and release of the Notes
shall be to The Depository Trust Company and payment for such Notes shall be
made at the office of AirTouch Communications, Inc., One California Street, San
Francisco, California 94111.
AirTouch agrees to have the Notes available for inspection and checking
by the Representatives not later than 1:00 P.M. on the business day prior to the
Closing Date.
The Notes shall have the terms set forth in the Indenture dated as of
July 16, 1996, as amended by the First Supplemental Indenture dated as of July
16, 1996 and the Fifth Supplemental Indenture to be dated as of June 3, 1998,
each being between AirTouch and The
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First National Bank of Chicago, as Trustee, the Prospectus dated July 2, 1996,
and the Prospectus Supplement dated May 29, 1998.
The Notes will be redeemable in whole or from time to time in part, at
the option of the Company at any time, at a Redemption Price equal to the
greater of (a) 100% of their principal amount of the Notes to be redeemed or (b)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points, plus accrued interest on the principal amount being redeemed to the
Redemption Date. Capitalized terms used in this paragraph shall have the meaning
set forth in the Prospectus Supplement.
Except as otherwise provided herein, the provisions contained in the
document entitled "AirTouch Communications, Inc. Debt Securities Underwriting
Agreement Standard Provisions" (the "Standard Provisions"), a copy of which is
attached hereto, are incorporated herein except paragraph (e) of Section 6 which
is replaced in its entirety by the paragraph (e) below and Section 12 which is
replaced in its entirety by the Section 12 below.
(e) The Representatives shall have received from each of Price
Waterhouse LLP and Arthur Andersen LLP a letter, dated the Closing Date, each of
which letter shall be in form as may be agreed upon among such Representatives,
AirTouch and Price Waterhouse LLP or Arthur Andersen LLP, as the case may be,
and shall cover such matters as may be reasonably requested by such
Representatives.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to them c/o Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York 10036; or, if sent to AirTouch, will be mailed,
delivered, or telefaxed to it at One California Street, San Francisco,
California 94111, attention of the Legal Department.
Please confirm your agreement by executing a copy of this Underwriting
Agreement in the space set forth below and returning the signed copy to the
undersigned.
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This Underwriting Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
SALOMON BROTHERS INC
By: Morgan Stanley & Co. Incorporated
By: /s/ HAROLD J. HENDERSHOTT
--------------------------
For themselves and the other several
Underwriters named in Schedule I to the
foregoing Agreement.
Accepted:
AIRTOUCH COMMUNICATIONS, INC.
By :/s/ MOHAN S. GYANI
--------------------------------
Executive Vice President and
Chief Financial Officer
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SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount
of Notes
Underwriter to be Purchased
----------- ---------------
<S> <C>
Morgan Stanley & Co. Incorporated $ 50,000,000
Lehman Brothers Inc. ............ $ 50,000,000
J.P. Morgan Securities Inc. ..... $ 50,000,000
Salomon Brothers Inc ............ $ 50,000,000
------------
Total ........................... $200,000,000
</TABLE>
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Exhibit 4.1
FIFTH SUPPLEMENTAL INDENTURE
Between
AIRTOUCH COMMUNICATIONS, INC.
and
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
Dated as of June 3, 1998
Supplemental To Indenture Dated as of July 16, 1996
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FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of June 3, 1998, 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 16, 1996, as amended to the date hereof, and such
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
Indenture;
WHEREAS, pursuant to the provisions of Section 2.01 of the Indenture,
the Company wishes to establish a Series of Securities to be issued by the
Company under the Indenture to be in the aggregate principal amount of U.S.
$200,000,000, bearing interest at the rates and subject to such other terms and
provisions as are hereinafter set forth;
WHEREAS, the Company has duly authorized the execution and delivery of
this Fifth Supplemental Indenture, and all things necessary have been done to
make this Fifth Supplemental Indenture a valid agreement of the Company, in
accordance with its terms;
NOW, THEREFORE, THIS FIFTH 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 as follows:
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ARTICLE ONE
DEFINITIONS
SECTION 1.01. CERTAIN TERMS DEFINED. The terms defined in this Section
1.01 shall, for all purposes of the Indenture and this Fifth Supplemental
Indenture, have the meanings herein specified, unless the context clearly
otherwise requires or unless otherwise indicated:
COMPARABLE TREASURY ISSUE
The term "Comparable Treasury Issue" means, with respect to the Notes,
the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.
COMPARABLE TREASURY PRICE
The term "Comparable Treasury Price" means, with respect to any
Redemption Date for the Notes, (i) the average of four Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Quotations.
FIFTH SUPPLEMENTAL INDENTURE
The term "Fifth Supplemental Indenture" means the Fifth Supplemental
Indenture dated as of June 3, 1998 between the Company and the Trustee.
FIRST SUPPLEMENTAL INDENTURE
The term "First Supplemental Indenture" means the First Supplemental
Indenture dated as of July 16, 1996 between the Company and the Trustee.
FOURTH SUPPLEMENTAL INDENTURE
The term "Fourth Supplemental Indenture" means the Fourth Supplemental
Indenture dated as of May 4, 1998 between the Company and the Trustee.
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GLOBAL NOTES
The term "Global Notes" means, for the purposes of this Fifth
Supplemental Indenture only, the Global Notes representing the Notes.
INDENTURE
The term "Indenture" means the Indenture dated as of July 16, 1996
between the Company and the Trustee, as amended by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, or as it
may from time to time be further supplemented, modified or amended, as provided
therein, and shall include the form and terms of particular Series of Securities
established in accordance with the provisions of Sections 2.01 and 2.02.
INDEPENDENT INVESTMENT BANKER
The term "Independent Investment Banker" means, with respect to the
Notes, Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable
to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Company.
LETTER OF REPRESENTATIONS
The term "Letter of Representations" means, with respect to this Fifth
Supplemental Indenture only, the Letter of Representations relating to the Notes
among the Company, the Trustee and The Depository Trust Company.
NOTES
The term "Notes" means, with respect to this Fifth Supplemental
Indenture only, the 6.35% Notes due 2005, which constitute a Series of
Securities under the Indenture.
REFERENCE TREASURY DEALER
The term "Reference Treasury Dealer" means, with respect to the Notes,
each of Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., J.P. Morgan
Securities Inc. and Salomon Brothers Inc and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government
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securities dealer in New York City (a "Primary Treasury Dealer"), the Company
will substitute therefor another Primary Treasury Dealer.
REFERENCE TREASURY DEALER QUOTATIONS
The term "Reference Treasury Dealer Quotations" means, with respect to
the Reference Treasury Dealer and any Redemption Date for the Notes, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
such Redemption Date.
SECOND SUPPLEMENTAL INDENTURE
The term "Second Supplemental Indenture" means the Second Supplemental
Indenture dated as of July 16, 1996 between the Company and the Trustee.
THIRD SUPPLEMENTAL INDENTURE
The term "Third Supplemental Indenture" means the Third Supplemental
Indenture dated as of October 7, 1996 between the Company and the Trustee.
TREASURY RATE
The term "Treasury Rate" means, with respect to any Redemption Date for
the Notes, (a) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively trade United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or (b)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue,
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calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.
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 Indenture,
except when expressly herein otherwise defined.
ARTICLE TWO
TERMS OF THE NOTES
SECTION 2.01. TERMS OF THE NOTES. The Notes shall have the following terms:
(a) The Notes shall be designated as this Company's 6.35% Notes
Due 2005, and shall constitute a Series of Securities under the
Indenture;
(b) The Notes shall be in the aggregate principal amount of Two
Hundred Million United States Dollars (US$200,000,000) and shall mature
on June 1, 2005;
(c) The Notes shall bear interest at the rate of 6.35 percent per
annum from June 1, 1998, payable semiannually on each June 1 and
December 1, commencing December 1, 1998;
(d) The Notes shall be issued initially as one Global Note, in
registered form registered in the name of the Depository (as hereinafter
identified) or its nominee in such denominations as are required by the
Letter of Representations and shall be in the form attached hereto as
Exhibit A;
(e) The Depository for the Global Notes shall be The Depository
Trust Company;
(f) The Global Notes shall be exchangeable for definitive Notes
in registered form substantially the same as the Global Notes in
denominations of $1,000 or any integral multiple thereof upon the terms
and in accordance with the provisions of the Indenture;
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(g) The Notes shall be payable (as to both principal and
interest) when and as the same become due at the office of the Trustee,
as provided in the Indenture, provided that, as long as the Notes are in
the form of one or more Global Notes payments of interest may be made by
wire transfer in accordance with the provisions of the Letter of
Representations and provided further, that upon any exchange of the
Global Notes for Notes in definitive form, the Company elects to
exercise its option to have interest payable by check mailed to the
registered owners at such owners' addresses as they appear on the
Register, as kept by the Trustee on each relevant Record Date;
(h) The Record Date for the Notes shall be May 15, in the case of
the June 1 Payment Date, and November 15, in the case of the December 1
Payment Date, preceding the relevant Interest Payment Date;
(i) The Notes will be redeemable, in whole or from time to time
in part, at the option of the Company at any time at a Redemption Price
equal to the greater of (a) 100% of the principal amount of the Notes to
be redeemed and (b) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to the Redemption Date) discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 10 basis points; plus,
for each of (a) and (b) above, accrued interest on the principal amount
being redeemed to the Redemption Date; and
(j) The Notes shall be subject to the covenants set forth in
Article II of the First Supplemental Indenture.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.01. PROVISIONS OF THE INDENTURE. Except insofar as herein
otherwise expressly provided, all the definitions, provisions, terms and
conditions of the Indenture shall be deemed to be incorporated in and made a
part of this Fifth Supplemental Indenture; and the Indenture, as amended and
supplemented by this Fifth Supplemental Indenture, is in all respects ratified
and confirmed, and the Indenture and this Fifth Supplemental Indenture shall be
read, taken and
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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 Fifth 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 Fifth
Supplemental Indenture, and to the extent and only to the extent that any such
provision is invalid, illegal or unenforceable, this Fifth Supplemental
Indenture shall be construed as if such provision had never been contained
herein.
SECTION 3.03. EXECUTION IN COUNTERPARTS. This Fifth 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, AIRTOUCH COMMUNICATIONS, INC. has caused this Fifth
Supplemental Indenture to be signed by its Chairman of the Board or one of its
Executive Vice Presidents, Senior Vice Presidents, or Vice Presidents and to be
signed and acknowledged by its Secretary or one of its Assistant Secretaries and
THE FIRST NATIONAL BANK OF CHICAGO has caused this Indenture to be signed and
acknowledged by 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: ______________________________
Name: Margaret G. Gill
Title: Senior Vice President, Legal,
External Affairs and Secretary
By: _______________________________
Name: Sharon A. Le Duy
Title: Assistant Secretary
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By: ______________________________
Name:
Title:
By: _______________________________
Name:
Title:
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EXHIBIT A
BK-00949TAE0
No. CUSIP
AIRTOUCH COMMUNICATIONS, INC.
GLOBAL NOTE REPRESENTING
6.35% NOTES DUE 2005
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC"), TO AIRTOUCH COMMUNICATIONS, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY
NOMINEE OF DTC TO A SUCCESSOR DEPOSITARY OR ANY NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
AIRTOUCH COMMUNICATIONS, INC. (herein referred to as "AirTouch"), a
corporation duly organized and existing under the laws of the State of Delaware,
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum indicated on Schedule A hereof on June 1, 2005 in lawful money
of the United States of America and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon in like money from June 1, 1998 or
from the most recent Interest Payment Date (hereinafter defined) to which
interest has been paid or duly provided for until payment of such principal sum,
at the rate of 6.35% per annum, payable on each June 1 and December 1,
commencing December 1, 1998 (the "Interest Payment Dates"). Any such interest
not so punctually paid or duly provided for on any Interest Payment Date
("Defaulted Interest") shall forthwith cease to be payable to the registered
Holder on the relevant Record Date and shall be paid as provided in Section 2.03
of the Indenture (hereinafter defined).
The principal hereof is payable upon presentation and surrender of this
Note at the principal office of The First National Bank of Chicago, as Trustee
(herein called the "Trustee"). Interest on this Note may be payable by check or
draft mailed to the person in whose name this Note is registered at the close of
business of the Record Date for such interest payment at such person's address
as it appears on the registration books of the Trustee. The Record Date for the
Notes shall be May 15, in the case of the June 1 Interest Payment Daate and
November 15, in the case of the December 1 Interest Payment Date, preceding the
relevant Interest Payment Date..
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF FULLY SET FORTH AT THIS PLACE.
This Note shall not be entitled to any benefit under the Indenture
(hereinafter defined), or become valid or obligatory for any purpose, until the
Certificate of Authentication hereon endorsed shall have been executed by manual
signature by the Trustee.
IN WITNESS WHEREOF, AIRTOUCH COMMUNICATIONS, INC. has caused this Note
to be signed by one of its Vice Presidents manually or in facsimile and its
corporate seal to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.
AIRTOUCH COMMUNICATIONS, INC.
By: ________________________________
Senior Vice President, Legal,
External Affairs and Secretary
Attest: ____________________________
Assistant Secretary
Dated: June 3, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the Series designated herein, described in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By: _____________________________
Authorized Officer
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AIRTOUCH COMMUNICATIONS, INC.
GLOBAL NOTE REPRESENTING
6.35% NOTES DUE 2005
This Note is one of a duly authorized issue of securities of AirTouch, not
limited in aggregate principal amount, all issued or to be issued in one or more
series of varying dates, numbers, interest rates and other provisions, under an
Indenture dated as of July 16, 1996, as amended by the First Supplemental
Indenture dated as of July 16, 1996, the Second Supplemental Indenture dated as
of July 16, 1996, the Third Supplemental Indenture dated as of October 7, 1996,
the Fourth Supplemental Indenture dated as of May 4, 1998 and the Fifth
Supplemental Indenture dated as of June 3, 1998 (such Indenture as so amended
being herein referred to as the "Indenture"), each being between AirTouch and
the Trustee. This Note is one of a series of Notes designated as its "6.35%
Notes Due 2005" aggregating $200,000,000 in principal amount (herein called the
"Notes").
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, obligations, duties and immunities
thereunder of AirTouch, the Trustee and the holders of the Notes, to all of the
provisions of which Indenture the registered owner of this Note, by acceptance
hereof, assents and agrees. The Indenture contains provisions permitting
AirTouch and the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities (which term is defined
in the Indenture as any security or securities of AirTouch, authenticated and
delivered under the Indenture) at the time Outstanding (as defined in the
Indenture) and affected by such supplemental indenture, to execute one or more
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of such Securities; provided, however, that no such supplemental indenture
shall, without the consent of the holder of each Outstanding Security (including
the Notes) affected thereby: (1) change the fixed maturity or redemption date of
any Note, or reduce the rate of interest on any Note or alter the method of
determining such rate of interest or extend the time of payment of interest, or
reduce the principal amount thereof, or reduce any premium payable on the
redemption thereof, or change the coin or currency in which the Notes or the
interest thereon is payable or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof (or, in the
case of redemption, on or after the redemption date), (2) reduce the aforesaid
percentage of holders of the Outstanding Securities whose consent is required
for the execution of such supplemental indenture, or the consent of the holders
of which is required for any waiver provided for in the Indenture, (3) change
the time of payment or (4) modify any provisions of the Indenture relating to
the amendment thereof or the creation of a supplemental indenture (except to
increase the rights of the holders). It is also provided in the Indenture that
the holders of a majority in principal amount of the Notes may waive any past
Event of Default with respect to the Notes and its consequences except a
continuing default in the payment of the principal of or interest on the Notes
or in respect of a covenant or provision of the Indenture which cannot be
modified or amended without the consent of the registered owner of each Note so
affected. The Indenture also provides that AirTouch and the Trustee may enter
into one or more supplemental indentures without the consent of or notice to any
holder of Securities: (1) to cure any ambiguity, defect or inconsistency; (2) to
permit a successor to assume AirTouch's obligations under the Indenture as
permitted by the Indenture; (3) to eliminate or change any provision of the
Indenture if such does not adversely affect the rights of any holder of
Outstanding Securities; (4) to provide for the issuance and establish the terms
and conditions of Securities of any series; (5) to add to the covenants of
AirTouch further covenants, restrictions or conditions for the protection of the
holders of all or any particular series of Securities and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions an Event of Default permitting
the enforcement of all or any of the several remedies provided in the Indenture;
(6) to appoint, at the request of the Trustee, a successor Trustee for a
particular series of Securities to act as such pursuant to the provisions of the
Indenture; or (7) to add or change any of the provisions of the Indenture to
such extent as shall be necessary to facilitate the issuance of Securities in
(i) global form or (ii) bearer form, registerable or not registerable as to
principal or principal and interest, and with or without coupons.
The Notes will be redeemable in whole or from time to time in part, at the
option of AirTouch at any time, at a redemption price equal to the greater of
(a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of
the present values of the remaining scheduled payments of principal and interest
hereon (exclusive of interest accrued to the date of redemption) discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points;
plus for each of (a) and (b) above, accrued interest on the principal amount
being redeemed to the date of redemption. As provided in the Indenture, notice
of redemption shall be given to the registered owners of Notes to be redeemed by
mailing a notice of such redemption at least 30 but not more than 60 days before
the date fixed for redemption, to their addresses as they appear on the register
books. If less than all the Notes are to be redeemed at the option of the
Company, the Trustee shall select, in such manner as it shall deem fair and
appropriate, the Notes of such series to be redeemed in whole or in part.
If an Event of Default (as that term is defined in the Indenture) shall occur,
the principal of all Notes and the interest accrued thereon may be declared due
and payable upon the conditions, in the manner and with the effect provided in
the Indenture. The Indenture provides that in certain events such declaration
and its consequences may be waived by the holders of a majority in aggregate
principal amount of the Notes then Outstanding.
The Notes are issuable in registered form in denominations of $1,000 and any
integral multiple thereof. Notes may be exchanged for a like aggregate amount of
Notes of other authorized denominations as provided in the Indenture. This Note
is transferable at the office of the Trustee in New York, New York by the
registered owner hereof in person, or by such registered owner's attorney duly
authorized in writing, on the books of AirTouch at said office, but only in the
manner, subject to the limitations and upon payment of the charges provided in
the Indenture, and upon surrender and cancellation of this Note. Upon such
transfer a new fully registered Note or Notes of authorized denomination or
denominations, for the same aggregate principal amount will be issued to the
transferee in exchange herefor.
19
<PAGE> 12
AirTouch, the Trustee and any agent of AirTouch or the Trustee and any paying
agent may treat the registered owner hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon made by anyone other than AirTouch or the
Trustee) for the purpose of receiving payment hereof or on account hereof and
for all other purposes, and none of AirTouch, the Trustee or any such agent
shall be affected by notice to the contrary.
THIS NOTE AND THE OBLIGATIONS OF AIRTOUCH IN RESPECT HEREOF ARE GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
No recourse shall be had for the payment of the principal of or the interest on
this Note or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past,
present or future of AirTouch or of any successor thereof, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
20
<PAGE> 13
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship an
UNIF GIFT MIN ACT--________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ______________________
(State)
Additional abbreviations may also be used though not in the above list.
----------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------- -------------------
- -------------------------------- -------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
- ----------------------------------------------------------------
- ----------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
------------------------------------
attorney to transfer said Note on the books of AirTouch,
with full power of substitution in the premises.
Dated:
------------------------------
---------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
21
<PAGE> 14
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be $000,000,000.
The following decreases/increases in the principal amount at maturity of this
Note have been made:
<TABLE>
<CAPTION>
Total Principal Notation
Decrease in Increase in Amount at Made by
Date of Principal Principal Maturity or on
Decrease/ Amount at Amount at Following such Behalf of
Increase Maturity Maturity Decrease/Increase Trustee
- ---------------- --------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
</TABLE>
22
<PAGE> 15
EXHIBIT A
BK-00949TAE0
No. CUSIP
AIRTOUCH COMMUNICATIONS, INC.
GLOBAL NOTE REPRESENTING
6.35% NOTES DUE 2005
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC"), TO AIRTOUCH COMMUNICATIONS, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY
NOMINEE OF DTC TO A SUCCESSOR DEPOSITARY OR ANY NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
AIRTOUCH COMMUNICATIONS, INC. (herein referred to as "AirTouch"), a
corporation duly organized and existing under the laws of the State of Delaware,
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum indicated on Schedule A hereof on June 1, 2005 in lawful money
of the United States of America and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon in like money from June 1, 1998 or
from the most recent Interest Payment Date (hereinafter defined) to which
interest has been paid or duly provided for until payment of such principal sum,
at the rate of 6.35% per annum, payable on each June 1 and December 1,
commencing December 1, 1998 (the "Interest Payment Dates"). Any such interest
not so punctually paid or duly provided for on any Interest Payment Date
("Defaulted Interest") shall forthwith cease to be payable to the registered
Holder on the relevant Record Date and shall be paid as provided in Section 2.03
of the Indenture (hereinafter defined).
The principal hereof is payable upon presentation and surrender of this
Note at the principal office of The First National Bank of Chicago, as Trustee
(herein called the "Trustee"). Interest on this Note may be payable by check or
draft mailed to the person in whose name this Note is registered at the close of
business of the Record Date for such interest payment at such person's address
as it appears on the registration books of the Trustee. The Record Date for the
Notes shall be May 15, in the case of the June 1 Interest Payment Daate and
November 15, in the case of the December 1 Interest Payment Date, preceding the
relevant Interest Payment Date..
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF FULLY SET FORTH AT THIS PLACE.
This Note shall not be entitled to any benefit under the Indenture
(hereinafter defined), or become valid or obligatory for any purpose, until the
Certificate of Authentication hereon endorsed shall have been executed by manual
signature by the Trustee.
IN WITNESS WHEREOF, AIRTOUCH COMMUNICATIONS, INC. has caused this Note
to be signed by one of its Vice Presidents manually or in facsimile and its
corporate seal to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.
AIRTOUCH COMMUNICATIONS, INC.
By:
-----------------------------------
Senior Vice President, Legal,
External Affairs and Secretary
Attest:
---------------------------------
Assistant Secretary
Dated: June 3, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the Series designated
herein, described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By:
---------------------------------
Authorized Officer
23
<PAGE> 1
Exhibit 4.2
AIRTOUCH COMMUNICATIONS, INC.
GLOBAL NOTE REPRESENTING
6.35% NOTES DUE 2005
This Note is one of a duly authorized issue of securities of AirTouch, not
limited in aggregate principal amount, all issued or to be issued in one or more
series of varying dates, numbers, interest rates and other provisions, under an
Indenture dated as of July 16, 1996, as amended by the First Supplemental
Indenture dated as of July 16, 1996, the Second Supplemental Indenture dated as
of July 16, 1996, the Third Supplemental Indenture dated as of October 7, 1996,
the Fourth Supplemental Indenture dated as of May 4, 1998 and the Fifth
Supplemental Indenture dated as of June 3, 1998 (such Indenture as so amended
being herein referred to as the "Indenture"), each being between AirTouch and
the Trustee. This Note is one of a series of Notes designated as its "6.35%
Notes Due 2005" aggregating $200,000,000 in principal amount (herein called the
"Notes").
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, obligations, duties and immunities
thereunder of AirTouch, the Trustee and the holders of the Notes, to all of the
provisions of which Indenture the registered owner of this Note, by acceptance
hereof, assents and agrees. The Indenture contains provisions permitting
AirTouch and the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities (which term is defined
in the Indenture as any security or securities of AirTouch, authenticated and
delivered under the Indenture) at the time Outstanding (as defined in the
Indenture) and affected by such supplemental indenture, to execute one or more
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of such Securities; provided, however, that no such supplemental indenture
shall, without the consent of the holder of each Outstanding Security (including
the Notes) affected thereby: (1) change the fixed maturity or redemption date of
any Note, or reduce the rate of interest on any Note or alter the method of
determining such rate of interest or extend the time of payment of interest, or
reduce the principal amount thereof, or reduce any premium payable on the
redemption thereof, or change the coin or currency in which the Notes or the
interest thereon is payable or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof (or, in the
case of redemption, on or after the redemption date), (2) reduce the aforesaid
percentage of holders of the Outstanding Securities whose consent is required
for the execution of such supplemental indenture, or the consent of the holders
of which is required for any waiver provided for in the Indenture, (3) change
the time of payment or (4) modify any provisions of the Indenture relating to
the amendment thereof or the creation of a supplemental indenture (except to
increase the rights of the holders). It is also provided in the Indenture that
the holders of a majority in principal amount of the Notes may waive any past
Event of Default with respect to the Notes and its consequences except a
continuing default in the payment of the principal of or interest on the Notes
or in respect of a covenant or provision of the Indenture which cannot be
modified or amended without the consent of the registered owner of each Note so
affected. The Indenture also provides that AirTouch and the Trustee may enter
into one or more supplemental indentures without the consent of or notice to any
holder of Securities: (1) to cure any ambiguity, defect or inconsistency; (2) to
permit a successor to assume AirTouch's obligations under the Indenture as
permitted by the Indenture; (3) to eliminate or change any provision of the
Indenture if such does not adversely affect the rights of any holder of
Outstanding Securities; (4) to provide for the issuance and establish the terms
and conditions of Securities of any series; (5) to add to the covenants of
AirTouch further covenants, restrictions or conditions for the protection of the
holders of all or any particular series of Securities and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions an Event of Default permitting
the enforcement of all or any of the several remedies provided in the Indenture;
(6) to appoint, at the request of the Trustee, a successor Trustee for a
particular series of Securities to act as such pursuant to the provisions of the
Indenture; or (7) to add or change any of the provisions of the Indenture to
such extent as shall be necessary to facilitate the issuance of Securities in
(i) global form or (ii) bearer form, registerable or not registerable as to
principal or principal and interest, and with or without coupons.
The Notes will be redeemable in whole or from time to time in part, at the
option of AirTouch at any time, at a redemption price equal to the greater of
(a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of
the present values of the remaining scheduled payments of principal and interest
hereon (exclusive of interest accrued to the date of redemption) discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points;
plus for each of (a) and (b) above, accrued interest on the principal amount
being redeemed to the date of redemption. As provided in the Indenture, notice
of redemption shall be given to the registered owners of Notes to be redeemed by
mailing a notice of such redemption at least 30 but not more than 60 days before
the date fixed for redemption, to their addresses as they appear on the register
books. If less than all the Notes are to be redeemed at the option of the
Company, the Trustee shall select, in such manner as it shall deem fair and
appropriate, the Notes of such series to be redeemed in whole or in part.
If an Event of Default (as that term is defined in the Indenture) shall occur,
the principal of all Notes and the interest accrued thereon may be declared due
and payable upon the conditions, in the manner and with the effect provided in
the Indenture. The Indenture provides that in certain events such declaration
and its consequences may be waived by the holders of a majority in aggregate
principal amount of the Notes then Outstanding.
The Notes are issuable in registered form in denominations of $1,000 and any
integral multiple thereof. Notes may be exchanged for a like aggregate amount of
Notes of other authorized denominations as provided in the Indenture. This Note
is transferable at the office of the Trustee in New York, New York by the
registered owner hereof in person, or by such registered owner's attorney duly
authorized in writing, on the books of AirTouch at said office, but only in the
manner, subject to the limitations and upon payment of the charges provided in
the Indenture, and upon surrender and cancellation of this Note. Upon such
transfer a new fully
24
<PAGE> 2
registered Note or Notes of authorized denomination or denominations, for the
same aggregate principal amount will be issued to the transferee in exchange
herefor.
AirTouch, the Trustee and any agent of AirTouch or the Trustee and any paying
agent may treat the registered owner hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon made by anyone other than AirTouch or the
Trustee) for the purpose of receiving payment hereof or on account hereof and
for all other purposes, and none of AirTouch, the Trustee or any such agent
shall be affected by notice to the contrary.
THIS NOTE AND THE OBLIGATIONS OF AIRTOUCH IN RESPECT HEREOF ARE GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
No recourse shall be had for the payment of the principal of or the interest on
this Note or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past,
present or future of AirTouch or of any successor thereof, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
25
<PAGE> 3
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT--________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors
Act
---------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------- -------------------
- -------------------------------- -------------------
- -----------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
- ----------------------------------------------------------------
- -----------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
--------------------------------
attorney to transfer said Note on the books of AirTouch,
with full power of substitution in the premises.
Dated:
--------------------------------
---------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
26
<PAGE> 4
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be $000,000,000.
The following decreases/increases in the principal amount at maturity of this
Note have been made:
<TABLE>
<CAPTION>
Total Principal Notation
Decrease in Increase in Amount at Made by
Date of Principal Principal Maturity or on
Decrease/ Amount at Amount at Following such Behalf of
Increase Maturity Maturity Decrease/Increase Trustee
- ---------------- --------------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
- ---------------- --------------- ------------- ----------------- ---------------
</TABLE>
27
<PAGE> 1
[Letterhead of Pillsbury Madison & Sutro LLP]
Exhibit 5.1
June 1, 1998
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
Re: AirTouch Communications, Inc.
Registration Statement on Form S-3 (File No. 33-62787)
Ladies and Gentlemen:
In connection with the sale by AirTouch Communications, Inc. (the
"Company") of $200,000,000 aggregate principal amount of the Company's
6.35% Notes due 2005 (the "Notes") pursuant to the above-referenced
registration statement (the "Registration Statement"), we advise you
that in our opinion:
The issuance and sale of the Notes have been duly authorized by
the Board of Directors of the Company. When the Notes have been executed
and authenticated in accordance with the terms of the Indenture dated as
of July 16, 1996, as amended by the First Supplemental Indenture dated
as of July 16, 1996, the Second Supplemental Indenture dated as of July
16, 1996, the Third Supplemental Indenture dated as of October 7, 1996,
the Fourth Supplemental Indenture dated as of May 4, 1998 and the Fifth
Supplemental Indenture to be dated as of June 3, 1998, each between the
Company and The First National Bank of Chicago, as Trustee, and have
been issued, sold and delivered in the manner and for the consideration
stated in the Underwriting Agreement dated May 29, 1998 relating to the
sale of the Notes, the Notes will be the legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
generally the enforcement of creditors' rights and by equitable
principles of general application (whether applied at law or in equity).
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement and to the references to our firm under the caption "Legal
Matters" in the related Prospectus dated July 2, 1996.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
28
