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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: June 23, 1999
AirTouch Communications, Inc.
<TABLE>
<S> <C> <C>
Delaware 1-12342 94-3213132
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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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") announced a new internal
reorganization date for holders of Class C Preferred Stock on Wednesday,
June 23, 1999 as described in the press release attached as Exhibit 99.1 hereto.
Item 7. Exhibits.
Exhibit 99.1 Press Release dated June 23, 1999.
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: June 23, 1999
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Exhibits Index
Exhibit 99.1 Press Release dated June 23, 1999.
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Exhibit 99.1
CONTACT: FOR RELEASE:
Sue Pirri June 23, 1999
(415) 658-2040
AIRTOUCH ANNOUNCES NEW INTERNAL REORGANIZATION DATE FOR
HOLDERS OF ITS CLASS C PREFERRED STOCK
AirTouch Communications (NYSE:ATI) announced today that its "internal
reorganization" in connection with its merger with Vodafone Group Plc (NYSE:VOD)
will not occur prior to Friday, June 25, 1999. AirTouch had previously announced
that the internal reorganization was expected to occur on Wednesday, June 23,
1999.
The internal reorganization is being undertaken to permit the merger
with Vodafone to qualify as a tax-free reorganization to U.S. holders of
AirTouch common stock, except to the extent they receive cash in the merger. In
the internal reorganization, the Class C preferred stock will become voting
stock; the internal reorganization does not affect holders of AirTouch common
stock or Class B preferred stock.
On June 11, AirTouch filed a notice with the SEC on Form 8-K describing
certain potential tax consequences of the internal reorganization and the
Vodafone merger to holders of Class C preferred stock who do not convert their
shares to common stock prior to those transactions. The Form 8-K can be obtained
from the SEC web page at www.sec.gov.
Holders of Class C preferred stock who have questions regarding the
notice or the internal reorganization should contact Sue Pirri of Investor
Relations at AirTouch at 415-658-2040.
AirTouch Communications is the largest wireless company in the world
based on the 44 million total customers served by its global ventures. AirTouch
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has 19 million proportionate customers based on its ownership share in cellular,
paging, and personal communications services in the United States, Belgium,
Egypt, Germany, India, Italy, Japan, Poland, Portugal, Romania, South Korea,
Spain, and Sweden. AirTouch also has an interest in the Globalstar satellite
system. On January 15, 1999, AirTouch and Vodafone Group Plc announced a
definitive agreement to merge. If consummated, the transaction would result in
the creation of a global wireless company with more than 29 million
proportionate customers in 23 countries. The transaction is targeted to close in
June or July 1999, but not prior to June 23, 1999.
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For a fax copy of this or other AirTouch press releases, please call
1-800-344-7531 or visit the AirTouch web site at www.airtouch.com.
