-----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, Hk4om9b51RKfhhpInRkBWfSCTl/B3I8EPHr5/F8jPpyfw0f1SZZmbo2HpBE+hzPp IVLB6wKp2pkR6P4oRwbpWA== 0000897423-98-000072.txt : 19980324 0000897423-98-000072.hdr.sgml : 19980324 ACCESSION NUMBER: 0000897423-98-000072 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980323 SROS: NASD GROUP MEMBERS: HBK FINANCE L.P. GROUP MEMBERS: HBK INVESTMENTS L P GROUP MEMBERS: HBK INVESTMENTS L.P. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41735 FILM NUMBER: 98571309 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK INVESTMENTS L P CENTRAL INDEX KEY: 0001011443 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752622581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178706100 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 CELLULAR COMM. INTERN., INC., AMEND. NO. 4 TO SCHED. 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cellular Communications International, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 15091810 (Cusip Number) David C. Haley HBK Investments L.P. 777 Main Street, Suite 2750 Fort Worth, Texas 76102 (817) 870-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. Name of Reporting Person: HBK Investments L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) (1)(3) 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 348,600 (1)(2) Number of Shares Beneficially 8. Shared Voting Power: 187,400 (2)(3) Owned By Each Reporting 9. Sole Dispositive Power: 348,600 (1)(2) Person With 10. Shared Dispositive Power: 187,400 (2)(3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 536,000 (1)(3) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person: PN - ---------------------------- (1) 348,600 shares were purchased by HBK Offshore Fund Ltd. HBK Investments L.P. has sole voting and dispositive power over these shares pursuant to an Investment Management Agreement with HBK Offshore Fund Ltd. Accordingly, HBK Offshore Fund Ltd. has no beneficial ownership of such shares. (2) Power is exercised by its general partner, HBK Partners II L.P., whose general partner is HBK Management L.L.C. (3) 187,400 shares were purchased by HBK Finance L.P. HBK Investments L.P. has shared voting and dispositive power over these shares pursuant to an Amended and Restated Management Agreement. 1. Name of Reporting Person: HBK Finance L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 187,400 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 187,400 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 187,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.7% 14. Type of Reporting Person: PN, BD - ---------------------------- (1) Power is exercised by its general partner, HBK Fund L.P., whose general partner is HBK Capital L.P., whose general partner is HBK Partners I L.P., whose general partner is HBK Management L.L.C. (2) Power is shared with HBK Investments L.P. pursuant to an Amended and Restated Management Agreement. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated March 14, 1997 (the "Schedule 13D"), as amended by Amendment No. 1 dated April 29, 1997, Amendment No. 2 dated June 5, 1997 and Amendment No. 3 dated March 2, 1998 relating to the common stock, par value $.01 per share, of Cellular Communications International, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety to read as follows: The source and amount of the funds used or to be used by each of the Reporting Persons to purchase shares of the Common Stock are set forth below. REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Investments Working Capital and Other (1)(2) $ 19,371,850 (3) Finance Working Capital and Other (1) $ 10,413,596 (3) (1) As used herein the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. A portion of the funds reported herein was obtained from Bear, Stearns & Co. Inc. and Prime Dealer Services as margin loans to acquire the Common Stock, and the remainder was obtained from Working Capital. (2) The shares of the Common Stock were purchased by HBK Offshore Fund Ltd., which has no beneficial ownership of such shares of Common Stock. (3) This figure represents the total amount expended by such person in purchasing the Common Stock reported herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety to read as follows: (a) Reporting Persons Pursuant to an Investment Management Agreement with HBK Offshore Fund Ltd. and an Amended and Restated Management Agreement with Fund and Capital, Investments may, pursuant to Rule 13d-3, be deemed to be the beneficial owner of 536,000 shares of the Common Stock, which constitutes approximately 4.9% of the 10,877,619 shares of the Common Stock outstanding. The aggregate number of shares of the Common Stock that Finance owns beneficially, pursuant to Rule 13d-3 of the Act, is 187,400, which constitutes approximately 1.7% of the 10,877,619 shares of the Common Stock outstanding. Controlling Persons Because of its position as the sole general partner of Investments, Partners II may be deemed to be the beneficial owner of 536,000 shares of the Common Stock, which constitutes approximately 4.9% of the 10,877,619 shares of the Common Stock outstanding. Each of (1) Fund, as sole general partner of Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 187,400 shares of the Common Stock, which constitutes approximately 1.7% of the 10,877,619 shares of the Common Stock outstanding. Each of (1) Management, as sole general partner of Partners I and Partners II, and (2) the Managers, as controlling persons of Management, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 536,000 shares of the Common Stock, which constitutes approximately 4.9% of the 10,877,619 shares of the Common Stock outstanding. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) Reporting Persons Pursuant to an Investment Management Agreement, and acting through its general partner, Partners II, Investments has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 348,600 shares of the Common Stock. Pursuant to an Amended and Restated Management Agreement with Fund and Capital, and acting through its general partner, Partners II, Investments has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 187,400 shares of the Common Stock. Acting through its general partner, Fund, Finance has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 187,400 shares of the Common Stock. Controlling Persons Acting through its general partner, Management, and in its capacity as the general partner of Investments, Partners II has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 348,600 shares of the Common Stock and the shared power to vote or to direct the vote and to dispose or to direct the disposition of 187,400 shares of the Common Stock. Acting through its general partner, Capital, and in its capacity as the general partner of Finance, Fund has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 187,400 shares of the Common Stock. Acting through its general partner, Partners I, and in its capacity as the general partner of Fund, Capital has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 187,400 shares of the Common Stock. Acting through its general partner, Management, and in its capacity as the general partner of Capital, Partners I has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 187,400 shares of the Common Stock. In its capacity as the general partner of Partners I and Partners II, Management has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 536,000 shares of the Common Stock. Managers In his capacity as a controlling person of Management, each of the Managers has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 536,000 shares of the Common Stock. (c) Since the last filing on Schedule 13D, the Reporting Persons have purchased (P) and sold (S) shares of the Common Stock in over-the-counter transactions on NASDAQ, as follows: NUMBER OF SHARES PURCHASED (P) PRICE PER ITEM 2 PERSON DATE OR SOLD (S) SHARE Finance 03/02/98 385 (P) $ 47.61 Finance 03/02/98 3,500 (S) 47.75 Investments (1) 03/02/98 715 (P) 47.61 Investments (1) 03/02/98 6,500 (S) 47.75 Finance 03/03/98 1,750 (P) 46.81 Investments (1) 03/03/98 3,250 (P) 46.81 Investments (1) 03/03/98 100 (P) 47.00 Finance 03/04/98 885 (S) 47.15 Investments (1) 03/04/98 1,615 (S) 47.15 Finance 03/05/98 2,900 (P) 48.56 Investments (1) 03/05/98 5,500 (P) 48.56 Finance 03/06/98 6,685 (P) 48.85 Finance 03/06/98 5,300 (S) 48.38 Finance 03/06/98 3,500 (S) 48.88 Finance 03/06/98 100 (S) 49.06 Investments (1) 03/06/98 12,415 (P) 48.85 Investments (1) 03/06/98 9,700 (S) 48.38 Investments (1) 03/06/98 6,500 (S) 48.88 Investments (1) 03/06/98 100 (S) 49.06 Finance 03/09/98 245,285 (S) 49.10 Investments (1) 03/09/98 455,915 (S) 49.09 Investments (2) 03/09/98 455,915 (P) 49.09 Investments (2) 03/09/98 15,885 (P) 47.31 Investments (2) 03/09/98 1,900 (P) 48.00 Investments (2) 03/09/98 15,600 (S) 47.25 Investments (2) 03/10/98 22,700 (P) 48.10 Investments (2) 03/11/98 1,300 (P) 49.00 Investments (2) 03/11/98 32,500 (S) 49.99 Investments (2) 03/11/98 1,300 (S) 49.25 Investments (2) 03/11/98 325 (S) 49.31 Investments (2) 03/11/98 1,300 (S) 49.75 Investments (2) 03/11/98 4,175 (S) 50.00 Investments (1) 03/12/98 16,200 (S) 51.00 Finance 03/12/98 8,800 (S) 51.00 Investments (1) 03/13/98 29,700 (S) 51.44 Finance 03/13/98 16,000 (S) 51.44 Investments (2) 03/16/98 6,500 (S) 54.50 Investments (2) 03/18/98 45,900 (S) 55.56 Investments (2) 03/18/98 390,100 (S) 55.56 Investments (2) 03/18/98 390,100 (P) 55.56 Investments (2) 03/18/98 16,200 (S) 56.90 Finance 03/18/98 24,800 (P) 55.56 Finance 03/18/98 209,900 (P) 55.56 Finance 03/18/98 8,800 (S) 56.90 Investments (1) 03/18/98 45,900 (P) 55.56 Investments (2) 03/19/98 3,200 (S) 57.75 Finance 03/19/98 1,800 (S) 57.75 Investments (2) 03/20/98 700 (P) 59.50 Investments (2) 03/20/98 22,800 (S) 59.93 Finance 03/20/98 300 (P) 59.50 Finance 03/20/98 12,200 (S) 59.93 (1) The shares of Common Stock were purchased and sold by HBK Securities Ltd., which has no beneficial ownership of such shares pursuant to an Investment Management Agreement with Investments. (2) The shares of Common Stock were purchased and sold by HBK Offshore Fund Ltd., which has no beneficial ownership of such shares pursuant to an Investment Management Agreement with Investments. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by such reporting Person. (e) The Reporting Persons ceased to beneficially own more than 5% of the Common Stock on March 18, 1998. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: March 23, 1998 HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (2) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.1 2 Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK FINANCE, L.P. By: /s/ H. Michael Reese H. Michael Reese (2) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----