-----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, OWdOfVgsYoL3wKw2c6/260BMHiXtNVSgQEyd30PljRJi1ytxFSqVxCubguXIXdX1 GLkch07hBhpUKTdwUPMPIg== 0000870762-99-000012.txt : 19990205 0000870762-99-000012.hdr.sgml : 19990205 ACCESSION NUMBER: 0000870762-99-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990202 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990204 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: 99520513 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 - FEBRUARY 2, 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) FEBRUARY 2, 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 February 2, 1999, Cellular Communications International, Inc. ("CCIL") announced that it had closed its tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. The tender offer expired at 5:00 p.m., New York City time, on February 2, 1999. All of the outstanding Notes were tendered for payment. The total purchase price per Euro 1,000 principal amount at maturity of tendered Notes will be Euro 855.00. The total purchase price was calculated on January 29, 1999 pursuant to and in the manner set forth in the Offer to Purchase and Consent Solicitation Statement dated December 18, 1998 . Of such total purchase price, an amount equal to Euro 15.00 constituted a consent payment per Euro 1,000 principal amount at maturity of Notes. The announcement also described that the tender offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti S.p.A., to acquire a majority of the outstanding shares of common stock of CCIL has been closed with Kensington Acquisition Sub, Inc. acquiring 12,079,305 shares of CCIL's common stock, representing approximately 68.6% of the outstanding shares of CCIL (or 55.4% of the shares on a fully diluted basis). 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 February 2, 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: February 3, 1999 EXHIBIT INDEX Exhibit Page 99 Press Release issued February 2, 1999 EX-99 2 PRESS RELEASE EXHIBIT 99 CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES SUCCESSFUL CLOSE OF TENDER OFFER AND CONSENT SOLICITATION RELATING TO ITS EURO 235,000,000 9-1/2% SENIOR DISCOUNT NOTES DUE 2005 ISIN NOS. X30087309976 AND XS0085495082 ------------------ NEW YORK, NEW YORK, FEBRUARY 2, 1999 -- Cellular Communications International, Inc. (NASDAQ: CCIL) announced today that it has closed its previously announced tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. The tender offer expired at 5:00 p.m., New York City time, on February 2, 1999. All of the outstanding Notes were tendered for payment. The total purchase price per Euro 1,000 principal amount at maturity of tendered Notes will be Euro 855.00. The total purchase price was calculated on January 29, 1999 pursuant to and in the manner set forth in the Offer to Purchase and Consent Solicitation Statement dated December 18, 1998 . Of such total purchase price, an amount equal to Euro 15.00 shall constitute a consent payment per Euro 1,000 principal amount at maturity of Notes. The tender offer by Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti S.p.A., to acquire a majority of the outstanding shares of common stock of CCIL has been closed with Kensington Acquisition Sub, Inc. acquiring 12,079,305 shares of CCIL's common stock, representing approximately 68.6% of the outstanding shares of CCIL (or 55.4% of the shares on a fully diluted basis). Goldman Sachs International and Lehman Brothers acted 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-----