-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JrQK6nIRFuatQnFS2MrjcGnLYwryKX6Ijp9qFJSBUxJ2WHh0ivZQpYVswfF+PxGD yMVslRycOoj4NrQ2WE+KQg== 0000870762-99-000001.txt : 19990111 0000870762-99-000001.hdr.sgml : 19990111 ACCESSION NUMBER: 0000870762-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0000870762 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133221852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19363 FILM NUMBER: 99502941 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068480 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CELLULAR INC DATE OF NAME CHANGE: 19600201 8-K 1 FORM 8-K - JANUARY 6, 1999 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 (DATE OF EARLIEST EVENT REPORTED) JANUARY 6, 1999 --------------- CELLULAR COMMUNICATIONS INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-19363 13-3221852 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 110 East 59th Street, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (212) 906-8480 -------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On January 6, 1999, Cellular Communications International, Inc. (the "Company") announced that approximately Euro 234,000,000 of Notes (representing approximately 99% of the outstanding Notes) had been tendered as of 12:00 midnight, New York City time, on January 5, 1999 in connection with its previously announced tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. Having received the requisite consents from holders of Notes, CCIL has entered into a Supplemental Indenture that provides that the amendments to the Indenture relating to the Notes described in the Offer to Purchase and Consent Solicitation Statement dated December 18, 1998 will become operative only upon, and simultaneously with, the satisfaction of all of the conditions to the acceptance of validly tendered Notes and the acceptance thereof for payment. The tender offer and consent solicitation (including, but not limited to, the payment of the purchase price for the Notes and the consent fees) is conditioned upon, among other things, the consummation of the concurrent tender offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti, S.p.A., to acquire at least a majority of the outstanding shares of common stock of CCIL (calculated on a fully-diluted basis) upon the terms and subject to the conditions set forth in the related equity tender offer documents. Other terms and conditions of the tender offer and consent solicitation with respect to the Notes are set forth in the Offer to Purchase and Consent Solicitation Statement. A copy of the Supplemental Indenture and of the press release issued by the Company announcing the above are attached hereto as exhibits and incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibits 4 First Supplemental Indenture, dated January 6, 1999 99 Press Release issued January 6, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CELLULAR COMMUNICATIONS INTERNATIONAL, INC. (Registrant) By: \s\ Richard J. Lubasch ------------------------------------------- Name: Richard J. Lubasch Title: Senior Vice President, Treasurer, Secretary and General Counsel Dated: January 7, 1999 EXHIBIT INDEX Exhibit Page 4 First Supplemental Indenture, dated January 6, 1999 99 Press Release issued January 6, 1999 EX-4 2 FIRST SUPPLEMENTAL INDENTURE EXHIBIT 4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CELLULAR COMMUNICATIONS INTERNATIONAL, INC. AND THE CHASE MANHATTAN BANK as Trustee -------------- FIRST SUPPLEMENTAL INDENTURE Dated as of January 6, 1999 -------------- Euro 235,000,000 9-1/2 % Senior Discount Notes due 2005 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of January 6, 1999, by and between Cellular Communications International, Inc., a Delaware corporation (the "Company"), and The Chase Manhattan Bank, as Trustee (the "Trustee"). WHEREAS, the Company and the Trustee executed an indenture, dated as of March 18, 1998 (the "Indenture"), relating to the Company's 9-1/2% Senior Discount Notes due 2005 (the "Notes"); and WHEREAS, Article 9.02 of the Indenture provides that the Company and the Trustee may execute and deliver one or more supplemental indentures, with the consent of the Holders (as defined in the Indenture) of at least a majority in principal amount of the outstanding Notes to, among other things, change or eliminate certain provisions of the Indenture; and WHEREAS, the Company desires to amend the Indenture for the purpose of changing and eliminating certain of such provisions; and WHEREAS, the Company has received consents to such modifications from the Holders of at least a majority in principal amount at maturity of the outstanding Notes; and WHEREAS, all conditions precedent provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture have been complied with; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes agree as follows: ARTICLE I. EFFECTIVENESS AND EFFECT SECTION 1.1 EFFECTIVENESS AND EFFECT. This Supplemental Indenture shall take effect on the date hereof; provided, however, that the amendments provided for in Article Two hereof shall become operative only upon, and simultaneously with, the date on which the Notes validly tendered are accepted for purchase as contemplated by the Company's Offer to Purchase and Consent Solicitation Statement, dated December 18, 1998 (as the same may have been amended, extended or otherwise modified, the "Offer"), and such amendments provided for in Article Two hereof shall have no force or effect prior to the operative time specified in this Section. Subject to the foregoing, the provisions set forth in this Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture. In the event Notes validly tendered in the Offer are not accepted for purchase as contemplated by the Offer, this Supplemental Indenture shall become null and void. All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplemental Indenture. Except as amended hereby, the Indenture shall remain in full force and effect. ARTICLE II. AMENDMENT OF THE INDENTURE SECTION 2.1 DELETION OF CERTAIN PROVISIONS. Each of the following provisions of the Indenture is hereby deleted and eliminated in its entirety, without any redesignation of any other provision of the Indenture: Section 4.03 Reports Section 4.04 Compliance Certificate Section 4.05 Taxes Section 4.06 Stay, Extension and Usury Laws Section 4.07 Restricted Payments Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock Section 4.10 Asset Sales Section 4.11 Transactions With Affiliates Section 4.12 Liens Section 4.13 Line of Business Section 4.14 Corporate Existence Section 4.15 Offer to Repurchase upon Change of Control Each section of the Indenture which is so deleted and eliminated shall be redesignated as "Intentionally omitted". All references in the Indenture, as amended hereby, to any of the provisions deleted and eliminated as provided above shall also be deemed deleted and eliminated. 2 SECTION 2.2 AMENDMENT OF SECTION 5.01. Section 5.01 of the Indenture is hereby amended and restated to read in its entirety as follows: "Section 5.01. Merger, Consolidation, or Sale of Assets. The Company shall not consolidate or merge with or into another corporation, Person or entity (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, unless the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which a sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company pursuant to the Registration Rights Agreement, this Indenture and the Notes." SECTION 2.3 AMENDMENT OF SECTION 6.01. Section 6.01 of the Indenture is hereby amended and restated to read in its entirety as follows: "Section 6.01. Events of Default. An "Event of Default" occurs if: (a) the Company fails to pay interest on, or Liquidated Damages with respect to, the Notes when the same becomes due and payable and such default continues for a period of 30 days; (b) the Company defaults in the payment when due of principal, Accreted Value or Liquidated Damages, if any, of the Notes when the same becomes due and payable at maturity, upon acceleration, repurchase or otherwise; (c) Intentionally omitted; (d) Intentionally omitted; (e) Intentionally omitted; (f) Intentionally omitted; (g) Intentionally omitted; 3 (h) the Company or any of its Restricted Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates or Omnitel or OPI pursuant to or within the meaning of Bankruptcy Law or other similar laws: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) generally is not paying its debts as they become due; or (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law or other similar laws that: (i) is for relief against the Company or any of its Restricted Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates or Omnitel or OPI in an involuntary case; (ii) appoints a custodian of the Company or any of its Restricted Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates or Omnitel or OPI or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates or Omnitel or OPI; or (iii) orders the liquidation of the Company or any of its Restricted Subsidiaries, Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates or Omnitel or OPI; and the order or decree remains unstayed and in effect for 60 consecutive days." SECTION 2.4 AMENDMENT OF SECTION 8.03. Without limiting the operation of Section 2.1 of this Supplemental Indenture, Section 8.03 of the Indenture is hereby amended by deleting the references therein to the following 4 sections of the Indenture: Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.15. ARTICLE III. MISCELLANEOUS SECTION 3.1 COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 3.2 SEVERABILITY. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.3 HEADINGS. The article and section headings herein are for convenience only and shall not affect the construction hereof. SECTION 3.4 SUCCESSORS. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. SECTION 3.5 GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 3.6 EFFECT OF SUPPLEMENTAL INDENTURE. Except as amended by this Supplemental Indenture, the terms and provisions of the Indenture are hereby ratified and shall continue unchanged and remain in full force and effect. SECTION 3.7 TRUST INDENTURE ACT CONTROLS. If any provision of the Indenture, as amended by this Supplemental Indenture, limits, qualifies or conflicts with 5 another provision which is required or deemed to be included in the Indenture, as amended by this Supplemental Indenture, by any of the provisions of the TIA, such required or deemed provision shall control. SECTION 3.8 TRUSTEE. The Trustee accepts the modifications to the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Supplemental Indenture, and the Trustee makes no representation with respect thereto. SECTION 3.9 DEFINITIONS. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture. 6 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed by their duly authorized representative as of the date hereof. ATTEST: CELLULAR COMMUNICATIONS INTERNATIONAL, INC. /s/ Sandra Barnet By: /s/ Richard J. Lubasch - ------------------------ ------------------------------------------- Sandra Barnet Name: Richard J. Lubasch Title: Senior Vice President-General Counsel, Treasurer and Secretary ATTEST: THE CHASE MANHATTAN BANK as Trustee /s/ Robert S. Peschler By: /s/ Andrew Deck - ------------------------ ------------------------------------------- Robert S. Peschler Name: Andrew Deck Title: Vice President EX-99 3 PRESS RELEASE EXHIBIT 99 CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES AMENDMENT TO INDENTURE RELATING TO ITS EURO 235,000,000 9-1/2% SENIOR DISCOUNT NOTES DUE 2005 ISIN NOS. X30087309976 AND XS0085495082 ___________________ NEW YORK, NEW YORK, JANUARY 6, 1999 - Cellular Communications International, Inc. (NASDAQ: CCIL) today announced that approximately Euro 234,000,000 of Notes (representing approximately 99% of the outstanding Notes) had been tendered as of 12:00 midnight, New York City time, on January 5, 1999 in connection with its previously announced tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. Having received the requisite consents from holders of Notes, CCIL has entered into a Supplemental Indenture that provides that the amendments to the Indenture relating to the Notes described in the Offer to Purchase and Consent Solicitation Statement dated December 18, 1998 will become operative only upon, and simultaneously with, the satisfaction of all of the conditions to the acceptance of validly tendered Notes and the acceptance thereof for payment. The tender offer and consent solicitation (including, but not limited to, the payment of the purchase price for the Notes and the consent fees) is conditioned upon, among other things, the consummation of the concurrent tender offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti, S.p.A., to acquire at least a majority of the outstanding shares of common stock of CCIL (calculated on a fully-diluted basis) upon the terms and subject to the conditions set forth in the related equity tender offer documents. Other terms and conditions of the tender offer and consent solicitation with respect to the Notes are set forth in the Offer to Purchase and Consent Solicitation Statement. The tender offer will expire at 12:00 midnight, New York City time, on January 20, 1999, unless extended. Goldman Sachs International and Lehman Brothers are acting as Dealer Managers for the tender offer. The Information Agent is MacKenzie Partners, Inc. and the Depositary is The Chase Manhattan Bank. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is made only by an Offer to Purchase and Consent Solicitation Statement dated December 18, 1998. Persons with questions regarding the tender offer should contact the Information Agent at 800-322-2885 or Goldman Sachs at 877-686-5059. CONTACT: MacKenzie Partners, Inc., Jeanne Carr (212) 929-5916 -----END PRIVACY-ENHANCED MESSAGE-----