-----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, UZ9dVm4b/0ClIJWwps8lGSzp4lWcevnkpQYPL9G1hoVZxipEWBKBoA/6mPXwC/L/ kqKAAKg/c/JwlgeA0bJoMA== 0000870762-99-000011.txt : 19990121 0000870762-99-000011.hdr.sgml : 19990121 ACCESSION NUMBER: 0000870762-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990120 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: 99508824 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 19, 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 19, 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 19, 1999, Cellular Communications International, Inc. ("CCIL") announced that it was extending the expiration date for its tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005 until 5:00 p.m., New York City time, on February 2, 1999. Approximately Euro 234,000,000 of Notes (representing approximately 99% of the outstanding Notes) have already been tendered and 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. Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti S.p.A., concurrently extended the expiration date to acquire a majority of the outstanding shares of common stock of CCIL. The tender offer and consent solicitation (including, but not limited to, the payment of the purchase price for the Notes and the consent fees) remains conditioned upon, among other things, the consummation of the Kensington tender offer to acquire CCIL's common stock. The tender offer to acquire CCIL's common stock has been extended through 12:00 midnight, New York City time, on Monday, February 1, 1999. A copy of the press release issued by the Company announcing the above is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibits 99 Press Release issued January 19, 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 20, 1999 EXHIBIT INDEX Exhibit Page 99 Press Release issued January 19, 1999 EX-99 2 PRESS RELEASE EXHIBIT 99 CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES EXTENSION OF TENDER OFFER 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 19, 1999 -- Cellular Communications International, Inc. (NASDAQ: CCIL) today announced that it is extending the expiration date for its tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005 until 5:00 p.m., New York City time, on February 2, 1999. Approximately Euro 234,000,000 of Notes (representing approximately 99% of the outstanding Notes) have already been tendered and 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. Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti S.p.A., concurrently extended the expiration date to acquire a majority of the outstanding shares of common stock of CCIL. The tender offer and consent solicitation (including, but not limited to, the payment of the purchase price for the Notes and the consent fees) remains conditioned upon, among other things, the consummation of the Kensington tender offer to acquire CCIL's common stock. The tender offer to acquire CCIL's common stock has been extended through 12:00 midnight, New York City time, on Monday, February 1, 1999. 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-----