-----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, KcidsdrtUyRX2PLAt1jc+vFxNow8UQ62UiU+54UVWScQRXBjPaQJ2KlC1qLspWdJ 1FGDnozHJgV/udoxZaHeJg== 0000870762-98-000014.txt : 19980226 0000870762-98-000014.hdr.sgml : 19980226 ACCESSION NUMBER: 0000870762-98-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980225 SROS: NASD 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: 98548877 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 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) FEBRUARY 23, 1998 ----------------- 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 February 23 and February 24, 1998, Cellular Communications International, Inc. (the "Company"), announced that it has received consents from the holders of a majority of its outstanding 13 1/4% Senior Discount Notes Due 2000 in connection with its previously announced solicitation of consents to amend the indenture pursuant to which the Senior Notes were issued. The consent solicitation is being made in conjunction with the Company's offer to purchase for cash all of the outstanding Senior Notes. The offer to purchase will expire at 5:00 p.m., New York City time, on March 9, 1998, unless extended. A copy of the press releases issued by the Company announcing the above are attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- Exhibits 99.1 Press Release issued on February 23, 1998. 99.2 Press Release issued on February 24, 1998. 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, Secretary and General Counsel Dated: February 24, 1998 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press Release issued on February 23, 1998. 99.2 Press Release issued on February 24, 1998. EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 [LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.] FOR IMMEDIATE RELEASE CELLULAR COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES RECEIPT OF REQUISITE CONSENTS TO AMEND 13 1/4% SENIOR DISCOUNT NOTES New York, New York (February 23, 1998) - Cellular Communications International, Inc. (NASDAQ: CCIL) announced today that it has received consents from the holders of a majority of its outstanding 13 1/4% Senior Discount Notes Due 2000 in connection with its previously announced solicitation of consents to amend the indenture pursuant to which the Senior Notes were issued. The consent solicitation is being made in conjunction with the Company's offer to purchase for cash all of the outstanding Senior Notes. According to The Chase Manhattan Bank, the depository for the solicitation, approximately $158,847,000 aggregate principal amount at maturity of Senior Notes had been tendered and related consents delivered as of 5:00 p.m., New York City time, on Monday, February 23, 1998. The offer to purchase will expire at 5:00 p.m., New York City time, on March 9, 1998, unless extended. Security holders may obtain information relating to the solicitation by contacting Donaldson, Lufkin & Jenrette Securities Corporation, the financial advisor for the Solicitation, collect to Curtis Dickinson at (212) 892-7933 or toll free at (888) 645-2218. ***** For further information contact: Stanton N. Williams, Vice President-Chief Financial Officer or Richard J. Lubasch, Senior Vice President-General Counsel at (212)906-8480. EX-99 3 EXHIBIT 99.2 EXHIBIT 99.2 [LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.] PRESS RELEASE FOR IMMEDIATE RELEASE Cellular Communications International Supplements Previous Announcement Regarding Requisite Consents to Amend 13 1/4% Senior Discount Notes NEW YORK, New York (February 24, 1998) - Cellular Communications International, Inc. (NASDAQ:CCIL) today supplemented its announcement of yesterday regarding the receipt of consents from the holders of a majority of its outstanding 13 1/4% Senior Discount Notes Due 2000 by announcing that based upon information received from The Chase Manhattan Bank, the depository for the solicitation, approximately $232,183,000 (or 82%) of the outstanding aggregate principal amount at maturity of Senior Notes had been tendered and related consents delivered as of the close of business yesterday, February 23, 1998. The consent solicitation is being made in conjunction with the Company's offer to purchase for cash all of the outstanding Senior Notes. The offer to purchase will expire at 5:00 p.m., New York City time, on March 9, 1998, unless extended. Security holders may obtain information relating to the solicitation by contacting Donaldson, Lufkin & Jenrette Securities Corporation, the financial advisor for the Solicitation, collect to Curtis Dickinson at 212/892-7933 or toll free at 888/645-2218. _________________ Contact: Stanton N. Williams, Vice President-Chief Financial Officer Richard J. Lubasch, Senior Vice President-General Counsel 212/906-8480 -----END PRIVACY-ENHANCED MESSAGE-----