-----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, M30KVMfqYbPu1RM/s1h2lgPDEHFcfxZ9hHvf52dkMJkBjuoKHFkz4gF+Mg9jcmmv 42KvwdOw6oUp+PGskA7a2Q== 0001047469-99-000672.txt : 19990112 0001047469-99-000672.hdr.sgml : 19990112 ACCESSION NUMBER: 0001047469-99-000672 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990111 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: 99503818 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 STATE: NY ZIP: 10166 BUSINESS PHONE: 2125301784 MAIL ADDRESS: STREET 1: VIA LORENTEGGIO 257 STREET 2: 20152 MILAN CITY: ITALY STATE: L6 SC 14D1/A 1 SCHED 14D-1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 14D-1 AMENDMENT NO. 2 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 filed with the Securities and Exchange Commission (the "Commission") on December 17, 1998, as amended by Amendment No. 1 filed with the Commission on December 24, 1998 ("Schedule 14D-1"), 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. The information set forth in Item 5(d) is hereby amended and supplemented by the following: Approximately Euro 234,000,000, representing approximately 99%, of the Company's outstanding Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005 (the "Notes") had been tendered as of 12:00 midnight, New York City time, on January 5, 1999 in connection with the Company's previously announced tender offer and consent solicitation for the Notes. Having received the requisite consents from holders of the Notes, the Company has entered into a Supplemental Indenture that contains certain covenant amendments. The tender offer for the Notes and the consent solicitation are conditioned upon, among other things, the consummation of the Offer. 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 and the Federal Trade Commission on December 23, 1998. Early termination of the waiting period under the HSR Act with respect to the Offer was granted effective as of January 5, 1999. The information set forth in Item 10(e) is hereby amended and supplemented by the following: PHYLLIS FREIMAN V. SIDNEY R. KNAFEL, ET AL. On December 28, 1998, Phyllis Freiman, individually and on behalf of all other holders of Common Stock and their successors in interest, filed a purported class action complaint in the Delaware Court of Chancery (the "Court") against the Company and each of the Company's directors. The complaint alleges, among other things, that the defendants breached their fiduciary duties to the Company and its stockholders by (i) entering into the Merger Agreement for unfair and inadequate consideration, (ii) failing to disclose in the Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Commission on December 17, 1998, as amended ("Schedule 14D-9"), or Schedule 14D-1 material information regarding the Company's projected earnings and/or prospects, (iii) omitting from Schedule 14D-9 certain information regarding financial advisor Wasserstein Perella, (iv) agreeing to certain termination provisions in the Merger Agreement, and (v) by entering into the Stockholders Agreement with Olivetti and Mannesmann. The plaintiff seeks as relief, among other things, (i) an order from the Court (A) preliminarily and permanently enjoining the defendants from proceeding with, consummating, or closing the proposed Merger and related transactions, or (B) rescinding the proposed Merger and related transactions in the event that it is consummated and awarding rescissory damages, (ii) compensatory monetary damages and interest, and (iii) attorneys' fees and expenses. The defendants, as disclosed on Schedule 14D-9, believe that the lawsuit is without merit and intend to defend themselves vigorously. FLORENCE MARCUS V. WILLIAM B. GINSBERG ET AL. On December 30, 1998, Florence Marcus, individually and on behalf of all other holders of Common Stock, filed a purported class action complaint in the Court against the Company and each of the Company's directors. The complaint alleges, among other things, that the defendants breached their fiduciary duties to the Company and its stockholders by (i) entering into the Merger Agreement for unfair consideration, (ii) failing to disclose in Schedule 14D-9 or Schedule 14D-1 material information regarding the Company's projected earnings and/or prospects, (iii) omitting from Schedule 14D-9 certain information regarding financial advisor Wasserstein Perella, (iv) agreeing to certain termination provisions in the Merger Agreement, and (v) entering into the Stockholders Agreement with Olivetti and Mannesmann. The plaintiff seeks as relief, among other things, (i) an order from the Court (A) enjoining the defendants from proceeding with the Merger Agreement, and (B) rescinding, to the extent already implemented, the Merger Agreement or any of the terms thereof, and (ii) unspecified monetary damages and attorneys' fees and expenses. The defendants, as disclosed on Schedule 14D-9, believe that the lawsuit is without merit and intend to defend themselves vigorously. Item 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(2) Press Release of Cellular Communications International, Inc., dated January 6, 1999. SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 11, 1999 KENSINGTON ACQUISITION SUB, INC. By: /s/ Marco De Benedetti ---------------------- Name: Marco De Benedetti Title: Co-President and Co-Secretary By: /s/ Dr. Kurt J. Kinzius ----------------------- Name: Dr. Kurt J. 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)(2) Press Release of Cellular Communications International, Inc., dated January 6, 1999. EX-2.(G) 2 EXHIBIT (G)(2) Exhibit (g)(2) CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES AMENDMENT TO INDENTURE 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 6, 1999 -- Cellular Communications International, Inc. (NASDAQ: CCIL) today announced that approximately Euro 234,000,000 of Notes (representing approximately 99% of the outstanding Notes) had been tendered as of 12:00 midnight, New York City time, on January 5, 1999 in connection with its previously announced tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. Having received the requisite consents from holders of Notes, 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. The tender offer and consent solicitation (including, but not limited to, the payment of the purchase price for the Notes and the consent fees) 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. The tender offer will expire at 12:00 midnight, New York City time, on January 20, 1999, unless extended. 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-----