-----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, A25HzccvYzdas8zEMxM8kBH52Ay26TmYghhaydV5ZrKuFGaAFudWsDH1Hx8bA9BW ZAh8pa5OUL4QMr22+rA24g== 0000870762-98-000042.txt : 19981221 0000870762-98-000042.hdr.sgml : 19981221 ACCESSION NUMBER: 0000870762-98-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981218 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981218 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: 98772374 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 - DECEMBER 18, 1998 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) DECEMBER 18, 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 December 18, 1998, Cellular Communications International, Inc. (the "Company") commenced a tender offer with concurrent consent solicitations for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. Under the terms of the offer, the Company will purchase the outstanding Notes at a purchase price determined by reference to a fixed spread of 50 basis points over the semi-annual equivalent yield to maturity on the France O.A.T. 6.75% due April 25, 2002 on the second business day preceding the expiration date of the tender offer, of which an amount equal to $15 will constitute a consent payment per Euro 1,000 principal amount of Notes that will be paid only for Notes tendered prior to the termination of the consent solicitation. The consent solicitation will expire at 12:00 midnight, New York City time, on January 5, 1999 and the tender offer will expire at 12:00 midnight, New York City time, on January 20, 1999. Holders who tender their securities in the tender offer will be deemed to have submitted consents in the consent solicitation. Holders may not deliver consents without tendering their Notes. Holders must tender their Notes prior to 12:00 midnight, New York City time, on January 5, 1999 in order to receive the consent fee. Holders who tender their Notes after such date and before the expiration date of 12:00 midnight, New York City time, on January 20, 1999 will receive the purchase price for their securities, but will not receive the consent fee. The tender offer and consent solicitation 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 dated December 18, 1998. Item 7. Financial Statements and Exhibits. Exhibits 99 Press Release issued December 18, 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, Treasurer, Secretary and General Counsel Dated: December 18, 1998 EXHIBIT INDEX Exhibit Page 99 Press Release issued December 18, 1998. EX-99 2 EXHIBIT 99 Cellular Communications International Announces Offer to Purchase Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005 ISIN Nos. X30087309976 and XS0085495082 ------------------------- NEW YORK, NEW YORK, DECEMBER 18, 1998 -- Cellular Communications International, Inc. (NASDAQ: CCIL) today commenced a tender offer with concurrent consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. Under the terms of the offer, the Company will purchase the outstanding Notes at a purchase price determined by reference to a fixed spread of 50 basis points over the semi-annual equivalent yield to maturity on the France O.A.T. 6.75% due April 25, 2002 on the second business day preceding the expiration date of the tender offer, of which an amount equal to $15 will constitute a consent payment per Euro 1,000 principal amount of Notes that will be paid only for Notes tendered prior to the termination of the consent solicitation. The consent solicitation will expire at 12:00 midnight, New York City time, on January 5, 1999 and the tender offer will expire at 12:00 midnight, New York City time, on January 20, 1999. Holders who tender their securities in the tender offer will be deemed to have submitted consents in the consent solicitation. Holders may not deliver consents without tendering their Notes. Holders must tender their Notes prior to 12:00 midnight, New York City time, on January 5, 1999 in order to receive the consent fee. Holders who tender their Notes after such date and before the expiration date of 12:00 midnight, New York City time, on January 20, 1999 will receive the purchase price for their securities, but will not receive the consent fee. The tender offer and consent solicitation 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 dated December 18, 1998. Goldman Sachs International and Lehman Brothers will act 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-----