DEF13E3/A 1 FINAL AMENDMENT TO SCHEDULE 13E-3 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-3 (AMENDMENT NO. 4) (FINAL AMENDMENT) RULE 13E-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) CONTEL CELLULAR INC. (Name of Issuer) GTE CORPORATION CONTEL CORPORATION CONTEL CELLULAR INC. (Name of Person(s) Filing Statement) CLASS A COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) ------------------------ 210904108 (CUSIP Number of Class of Securities) MARIANNE DROST, ESQ. LAURA E. BINION, ESQ. GTE CORPORATION CONTEL CELLULAR INC. ONE STAMFORD FORUM 245 PERIMETER CENTER PARKWAY STAMFORD, CONNECTICUT 06904 ATLANTA, GEORGIA 30346 (203) 965-2000 (404) 804-3400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) Copies to: JEFFREY J. ROSEN, ESQ. O'MELVENY & MYERS 555 13TH STREET, N.W., SUITE 500 WEST WASHINGTON, D.C. 20004-1109 (202) 383-5300 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 This Amendment No. 4 amends and supplements the Rule 13e-3 Transaction Statement (the "Statement") filed jointly on January 30, 1995 by GTE Corporation, a New York corporation ("GTE"), Contel Corporation, a Delaware corporation that has adopted a plan of liquidation and is a wholly owned subsidiary of GTE ("Contel"), Contel Cellular Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Contel ("CCI Acquisition"), and Contel Cellular Inc., a Delaware corporation (the "Company"), which relates to the merger of CCI Acquisition with and into the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Statement. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by adding the following information: On May 12, 1995, pursuant to the Merger Agreement, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware by which CCI Acquisition was merged with and into the Company with the Company as the Surviving Corporation (the "Consummated Merger"). The Consummated Merger became effective as of the date of filing, at which time (i) each outstanding Class A Share (other than Class A Shares as to which appraisal rights were or will be properly exercised under the General Corporation Law of the State of Delaware) was converted into the right to receive $25.50 in cash, without interest, subject to applicable back-up withholding taxes, (ii) each Class A Share held by the Company and each outstanding share of the common stock of CCI Acquisition was cancelled, and no payment was made with respect thereto and (iii) each outstanding Class B Share continued to be outstanding. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. Item 3 is hereby amended to adding the following information: The information stated in Item 2 above is hereby incorporated by reference. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. Item 5 is hereby amended to adding the following information: The information stated in Items 2 and 3 above is hereby incorporated by reference. On May 12, 1995, the Company filed a Certification and Notice of Termination of Registration on Form 15. As a result of the Consummated Merger, the Class A Shares became eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. 1 3 SIGNATURE After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: May 22, 1995 GTE CORPORATION By: /s/ MARIANNE DROST Title: Secretary CONTEL CORPORATION By: /s/ MARIANNE DROST Title: Secretary CONTEL CELLULAR INC. By: /s/ THEODORE J. CARRIER Title: Treasurer and Chief Financial Officer 2