SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 11, 1999
AirTouch Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-2342 94-3213132
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
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 June 10, 1999, AirTouch Communications, Inc. (the "Company") mailed to
holders of 4.25% Class C Convertible Preferred Stock, Series 1996 of the
Company ("Class C Preferred Stock") a special notice informing them, among
other things, that, in connection with the proposed merger between the
Company and Vodafone Group Plc ("Vodafone"), an internal reorganization of
the Company is expected to occur on June 23, 1999 and that the merger with
Vodafone is expected to close in late June or early July of this year,
depending on when the various outstanding regulatory approvals are
received.
Exhibits.
99.1 Special Notice to Holders of 4.25% Class C Convertible Preferred
Stock, Series 1996 of AirTouch Communications, Inc.
<PAGE>
SIGNATURES
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 COMMUNIATIONS, INC.
By: /s/ Mohan S. Gyani
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Executive Vice President
and Chief Financial Officer
Date: June 10, 1999
[LOGO OF AIRTOUCH COMMUNICATIONS]
SPECIAL NOTICE TO HOLDERS OF 4.25% CLASS C CONVERTIBLE
PREFERRED STOCK, SERIES 1996 OF AIRTOUCH COMMUNICATIONS, INC.
June 10, 1999
Dear Holder:
By now you should have received a proxy statement/prospectus from
Vodafone Group Plc and AirTouch Communications, Inc. relating to the
proposed merger between AirTouch and Vodafone. In the merger, Vodafone
AirTouch (the name of the combined company) will issue 0.5 of a Vodafone
AirTouch ADS and pay $9.00 in cash to holders of AirTouch common stock for
each share held. Prior to the merger, AirTouch will undergo an internal
reorganization pursuant to which, among other things, holders of AirTouch
Class C preferred stock will acquire the right to vote together with
holders of the AirTouch common stock on an as-converted basis. The
internal reorganization is being undertaken to permit the merger 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. The internal
reorganization is expected to occur on June 23, 1999. The merger is
expected to close in late June or early July of this year, depending on
when the various outstanding regulatory approvals are received.
As discussed in the proxy statement/prospectus (see pages 66 and 67),
and as set forth below, a number of factors suggest that a U.S. holder of
Class C preferred stock should consider converting that stock into shares
of AirTouch common stock prior to the internal reorganization and the
merger:
o first, conversion of the AirTouch Class C preferred stock
into AirTouch common stock prior to the internal reorganization
will be tax-free and will assure that a U.S. holder will
participate in the merger without recognition of gain (except to
the extent of cash received).
o second, absent conversion of AirTouch Class C preferred
stock prior to the internal reorganization, there is a material
risk that the internal reorganization will be taxable to a U.S.
person who holds AirTouch Class C preferred stock at the time of
the internal reorganization. If a holder of AirTouch Class C
preferred stock wishes to mitigate the risk of his or her shares
being converted into AirTouch common stock but the merger not
occurring, the holder should consider deferring conversion until
just prior to the merger. In this event, however, the holder
would, as above, be subject to the risk that the internal
reorganization is taxable.
o third, conversion of the AirTouch Class C preferred stock
into Vodafone AirTouch ADSs and cash after the merger will
generally be fully taxable to the U.S. holder of Class C
preferred stock.
o finally, redemption of the AirTouch Class C preferred stock
will also be fully taxable to a U.S. holder of AirTouch Class C
preferred stock, and it is expected that AirTouch will have the
right to redeem each share of AirTouch Class C preferred stock
not previously converted into AirTouch common stock beginning
September 20, 1999 for the consideration receivable in the merger
by a holder of AirTouch common stock having a value of fifty
dollars.
Therefore, a U.S. holder of AirTouch Class C preferred stock should
strongly consider exercising his or her conversion rights prior to the
internal reorganization or the merger.
THE INTERNAL REORGANIZATION IS EXPECTED TO OCCUR ON JUNE 23, 1999.
THE MERGER IS EXPECTED TO CLOSE IN LATE JUNE OR EARLY JULY OF THIS YEAR,
DEPENDING ON WHEN THE VARIOUS OUTSTANDING REGULATORY APPROVALS ARE
RECEIVED.
As more fully described in the Certificate of Designation, Preferences
and Rights of the AirTouch Class C preferred stock, AirTouch Class C
preferred stock is convertible at the option of the holder into shares of
AirTouch common stock at a rate of 1.379 shares of AirTouch common stock
per share of AirTouch Class C preferred stock. Conversion of AirTouch
Class C preferred stock may be effected by delivering certificates
evidencing such shares, together with written notice of conversion and a
proper assignment of such certificates, to The Bank of New York, 101
Barclay Street, 11th Floor East, New York, NY 10007, Attention:
Reorganization Department. If your AirTouch Class C preferred stock is
held in "street name", i.e., in the name of a bank, broker or other record
holder, please contact such person to arrange for any desired conversion.
Should you wish to convert your AirTouch Class C preferred stock subsequent
to the internal reorganization but just prior to the merger, please ensure
that certificates evidencing your shares and your written notice of
conversion are received by The Bank of New York at that time. If you have
any questions, please contact David Gerson, AirTouch's senior tax counsel,
at (415) 658-2097.
Very truly yours,
AIRTOUCH COMMUNICATIONS, INC.
