-----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, BsH4qAphwHI9VNQ2Wh5r9fclbYtPxWJP+gD4gHN/dQAj+HdcP9zInE6jnqwp8+GG E99iki5eswDnGZsA6unWPA== 0001047469-98-045068.txt : 19981228 0001047469-98-045068.hdr.sgml : 19981228 ACCESSION NUMBER: 0001047469-98-045068 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981224 GROUP MEMBERS: KENSINGTON ACQUISITION SUB, INC. GROUP MEMBERS: MANNESMANN AG GROUP MEMBERS: OLIVETTI S P A 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-41735 FILM NUMBER: 98775582 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: OLIVETTI S P A CENTRAL INDEX KEY: 0000110333 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: VIA LORENTEGGIO 257 STREET 2: 20152 MILAN ITALY CITY: MILAN MAIL ADDRESS: STREET 1: VIA LORENTEGGIO 257 STREET 2: 20152 MILAN CITY: ITALY STATE: L6 SC 14D1/A 1 SC 14D1/A ================================================================================ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-1 AMENDMENT NO. 1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- CELLULAR COMMUNICATIONS INTERNATIONAL, INC. (Name of Subject Company) OLIVETTI S.P.A. MANNESMANN AG KENSINGTON ACQUISITION SUB, INC. (Bidders) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class) 150918 10 0 (CUSIP Number of Class of Securities) -------------------- DR. KURT J. KINZIUS MANNESMANN AG MANNESMANNUFER 2 40213 DUSSELDORF GERMANY TELEPHONE: 49-211-820-2400 and MARCO DE BENEDETTI OLIVETTI S.P.A. VIA LORENTEGGIO 257 20152 MILAN ITALY TELEPHONE: 39-2-4836-6701 WITH A COPY TO: NEIL NOVIKOFF, ESQ. WILLKIE FARR & GALLAGHER 787 SEVENTH AVENUE NEW YORK, NEW YORK 10019-6099 TELEPHONE: (212) 728-8000 ================================================================================ ================================================================================ Olivetti S.p.A., a limited liability company organized under the laws of Italy ("Olivetti"), Mannesmann AG, a limited liability company organized under the laws of Germany ("Mannesmann"), and Kensington Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Olivetti and Mannesmann ("Purchaser"), hereby amend and supplement their Statement on Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and Exchange Commission (the "Commission") on December 17, 1998, with respect to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), including the associated preferred stock purchase rights issued pursuant to the Rights Agreement (the "Rights" and, together with the Common Stock, "Shares"), of Cellular Communications International, Inc., a Delaware corporation (the "Company"), at a price of $65.75 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 17, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the "Offer"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 14D-1. Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 is hereby amended and supplemented by the following: CIR S.p.A.("CIR") beneficially owns $3,000,000 aggregate principal amount of 6% Convertible Subordinated Notes due 2005 (the "Convertible Notes") issued by the Company. CIR is a majority owned subsidiary of Compagnia Finanziaria De Benedetti S.p.A. ("COFIDE"). Mr. Marco De Benedetti, Co-President and Co-Secretary of Kensington Acquisition Sub, Inc. and an executive officer responsible for telecom strategy at Olivetti, is a member of the Board of Directors of COFIDE. The Convertible Notes owned by CIR are convertible into 75,100 Shares, which represent approximately .45% of the outstanding Shares, assuming conversion of all the Convertible Notes beneficially owned by CIR. Item 10. ADDITIONAL INFORMATION. The information set forth in Item 10(c) is hereby amended and supplemented by the following: Pursuant to the requirements of the Hart-Scott-Rodino Act (the "HSR Act"), Olivetti and Mannesmann filed their Notification and Report Forms with respect to the Offer and the Merger with the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC") on December 23, 1998. The waiting period under the HSR Act with respect to the Offer will expire at 11:59 p.m., New York City time, on January 6, 1998, unless early termination of the waiting period is granted. However, the DOJ or the FTC may extend the waiting period by requesting additional information or documentary material from Olivetti, Mannesmann, Purchaser or the Company. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth day after substantial compliance by Olivetti, Mannesmann and the Company with such request. Item 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(1) Press Release of Cellular Communications International, Inc. dated December 18, 1998. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 24, 1998 KENSINGTON ACQUISITION SUB, INC. By: /s/ Marco De Benedetti ----------------------------------------- Name: Marco De Benedetti Title: Co-President and Co-Secretary By: /s/ Dr. Kurt Kinzius ----------------------------------------- Name: Dr. Kurt Kinzius Title: Co-President and Co-Secretary OLIVETTI S.p.A. By: /s/ Roberto Colaninno ----------------------------------------- Name: Roberto Colaninno Title: Chief Executive Officer MANNESMANN AG By: /s/ Dr. Goetz Mueller ----------------------------------------- Name: Dr. Goetz Mueller Title: Executive Vice-President By: /s/ Dr. Joachim Peters ----------------------------------------- Name: Dr. Joachim Peters Title: Counsel INDEX TO EXHIBITS Exhibit - ------- (g)(1) Press Release of Cellular Communications International, Inc. dated December 18, 1998. EX-99.(G)(1) 2 PRESS RELEASE CELLULAR COMMUNICATIONS INTERNATIONAL INC. DECEMBER 18, 1998 CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES OFFER TO PURCHASE EURO 235,000,000 9-1/2% SENIOR DISCOUNT NOTES DUE 2005 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. -2- -----END PRIVACY-ENHANCED MESSAGE-----