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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: April 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 5. Other Events.
On Wednesday, April 29, 1998 ,AirTouch Communications, Inc.
("AirTouch") announced its updated 1998 outlook, which was revised to take into
account its April 6, 1998 acquisition of US WEST Media Group's (MediaOne
Group's) U.S. cellular and PCS interests, as described in the company's Current
Report on Form 8-K/A-1, Date of Report: April 6, 1998. The revised guidance is
described in the press release attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Press Release dated April 29, 1998.
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: April 29, 1998
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Exhibits Index
Exhibit 99.1 Press Release dated April 29, 1998.
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Exhibit 99.1
CONTACTS: FOR RELEASE:
Kathy Reinhart 415-658-2042 April 29, 1998
Susan Rosenberg 415-658-2209
AIRTOUCH EXPECTS RECORD CUSTOMER GROWTH IN 1998
-- Company Is Now Largest U.S. Wireless Provider After Strong First Quarter
Performance--
SAN FRANCISCO -- AirTouch Communications (NYSE:ATI) today announced
its updated 1998 outlook, which was restated on a pro forma basis to reflect its
April 6 acquisition of MediaOne Group's U.S. cellular and PCS interests. That
acquisition, coupled with AirTouch's recently-announced record first quarter
growth, has made AirTouch the largest wireless provider in the U.S., based on
the 9 million U.S. cellular and PCS customers served by its ventures. With 29
million total customers served by its global ventures AirTouch is the largest
multinational wireless company in the world.
"In the increasingly competitive wireless industry, our recent
acquisition gives us the size and scale we need to maintain our leadership
position," said Sam Ginn, AirTouch chairman and CEO.
The 1997 and 1998 first quarter results and the outlook information
in this release have been restated on a pro forma basis as if the MediaOne Group
(UMG) transaction closed on 1/1/97.
1998 Outlook (Including the Effects of UMG First Quarter Results)
- - Based on its strong global growth in the first quarter, AirTouch expects
to add a record 3 million proportionate global cellular and PCS customers
in 1998.
- - In 1998 the company expects its proportionate operating cash flow
(operating income plus depreciation and amortization) to grow about 25
percent over the prior year's pro forma OCF of $2.1 billion.
- - 1998 capital expenditures are expected to be about $1.5 billion, a 5
percent increase over 1997 pro forma capital expenditures.
- - AirTouch's earnings per share dilution from the UMG transaction is
expected to be around $0.40 in 1999 and comparable on a pro rata basis in
1998.
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-more-
AirTouch Expects Record Growth, Page 2
"Now that our UMG transaction is complete we can fully integrate
their operations," Ginn commented. "Looking ahead, we believe we can find $50
million in savings by mid-1999 through further operational efficiencies."
AirTouch acquired MediaOne Group's U.S. cellular property, U S WEST
NewVector Group, and its interest in PCS provider PrimeCo Personal
Communications. AirTouch now has cellular operations in 19 states including 15
of the top 30 U.S. markets: Los Angeles, Detroit, San Francisco, Atlanta, San
Diego, Minneapolis, Phoenix, Seattle, Denver, Cleveland, Portland (Oregon), San
Jose, Kansas City, Cincinnati, and Sacramento. The transaction increased the
company's ownership in PrimeCo from approximately 25 to 50 percent.
AirTouch Communications, based in San Francisco, is the largest
multinational wireless company in the world. AirTouch owns 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.
Based on its ownership share of its global ventures, the company serves 14
million proportionate customers (29 million total venture customers).
Note Regarding Pro Forma Data: These selected pro forma proportionate data
reflect the UMG merger as if it had been effective on January 1, 1997, and after
giving effect to the purchase method of accounting and other merger-related
adjustments. Changes to these adjustments are expected as valuation/appraisal
of the acquired assets and liabilities are completed. The Company currently
cannot ascertain what the changes would be. Such changes could be material.
Additionally, these selected pro forma proportionate data are intended for
informational purposes only and are not necessarily indicative of the future
results of operations of the combined Company or the results of operations of
the combined Company that would have actually occurred.
-more-
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AirTouch Expects Record Growth, Page 3
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
Except for the historical information presented, the matters
discussed in this release are forward-looking statements and are subject to
risks and uncertainties that could cause actual results to differ materially.
Such factors include: a change in economic conditions in the various markets
served by the Company's operations which would adversely affect the level of
demand for wireless services; greater-than-anticipated competitive activity
requiring reduced pricing and/or new product offerings or resulting in higher
acquisition costs; declining average revenue per customer due to an increasing
proportion of consumer customers and declining rates; greater-than-expected
growth in customers and usage driving increased investment in network capacity;
the level of fraudulent activity; the impact of new business opportunities
requiring significant up-front investments; the impact on capital spending from
the deployment of new technologies, and the possibility that technologies will
not perform according to expectations or that vendor performance will not meet
Company requirements. These and other factors related to the business are
described in the Company's 10-K under "Investment Considerations" and the
quarterly reports on Form 10-Q.
###
For a copy of this or other AirTouch press releases, please call 1-800-344-7531
or visit the AirTouch web site at www.airtouch.com.
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AirTouch Communications Pro Forma Proportionate Results
(Assuming UMG acquisition closed January 1, 1997)
First Quarter 1998 v. First Quarter 1997
<TABLE>
<CAPTION>
Pro Forma
----------------------
1Q98 1Q97 % Change
<S> <C> <C> <C>
Cellular/PCS Proportionate
Customer Net Adds (000)
U.S. cellular 221 258 (14)%
PrimeCo PCS 58 36 61 %
International 455 176 159 %
---- ---- ----
Total proportionate net adds 734 470 56 %
U.S. cellular operating cash flow ($m) 423 395 7 %
U.S. cellular operating cash flow margins 46.5% 47.2% (2)%
[Certain earnings per share information has been omitted.]
</TABLE>
