-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XNLmfk1pfrNZEb2KdHWE0Iq7lAJSneV7Cv0dm0bSXVgb70gknbKVWuw4cBt6ELDU IJl+ZxSGUOs9PZGEUMYNzA== 0000898430-94-000499.txt : 19940801 0000898430-94-000499.hdr.sgml : 19940801 ACCESSION NUMBER: 0000898430-94-000499 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940623 DATE AS OF CHANGE: 19940728 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS INC /DE CENTRAL INDEX KEY: 0000870764 STANDARD INDUSTRIAL CLASSIFICATION: 4812 IRS NUMBER: 133587667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41992 FILM NUMBER: 94538799 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH ST CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 2129068440 FORMER COMPANY: FORMER CONFORMED NAME: CCI NEWCO INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACTEL CORP CENTRAL INDEX KEY: 0000904255 STANDARD INDUSTRIAL CLASSIFICATION: 4812 IRS NUMBER: 942995122 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 KEARNEY STREET STREET 2: STE 3002 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 5102103900 MAIL ADDRESS: STREET 1: 2999 OAK ROAD STREET 2: MS 900 CITY: WALNUT CREEK STATE: CA ZIP: 94596 FORMER COMPANY: FORMER CONFORMED NAME: PACTEL CORP DATE OF NAME CHANGE: 19930512 SC 13D/A 1 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 34)* CELLULAR COMMUNICATIONS, INC. - - ------------------------------------------------------------------------------- (NAME OF ISSUER) Series A Common Stock, par value $.01 per share - - ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) Kristina Veaco, Esq. Nathaniel M. Cartmell III, Esq. AirTouch Communications 15091710 Pillsbury Madison & Sutro 425 Market Street -------------- P.O. Box 7880 San Francisco, CA 94105 (CUSIP NUMBER) San Francisco, CA 94120-7880 (415) 658-2088 (415) 983-1570 - - ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) April 25, June 20 and June 21, 1994 ------------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13-d-1(a) for other parties to whom copies are to be sent. *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 disclosure 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). NOTE: THIS AMENDMENT NO. 34 WAS PREVIOUSLY FILED ON JUNE 23, 1994 AND IS BEING RE-FILED AT THE DIRECTION OF THE SECURITIES AND EXCHANGE COMMISSION SOLELY FOR PURPOSES OF CORRECTING THE CIK NUMBER FOR CELLULAR COMMUNICATIONS, INC. IN ALL OTHER RESPECTS THIS DOCUMENT IS IDENTICAL TO AMENDMENT NO. 34 AS FILED ON JUNE 23, 1994, AND THE FILING DATE HEREOF WILL BE ADJUSTED TO SUCH DATE. Page 1 of 5 pages SCHEDULE 13D - - ----------------------- CUSIP NO. 15091710 - - ----------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AIRTOUCH COMMUNICATIONS 94-2995122 - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 3,213,800 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 3,213,800 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,213,800 - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 N/A - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 37.2% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 5 pages AirTouch Communications, a California corporation ("AirTouch"), hereby amends, as set forth below, its Statement on Schedule 13D, filed on February 18, 1992 and amended from time to time thereafter (the "Statement"), relating to the Series A Common Stock, $.01 par value (the "Series A Common Stock"), of Cellular Communications, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Statement. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 3 is amended by adding the following: The amount of funds used to purchase the 100,000 additional shares of Series A Common Stock reported as beneficially owned in Item 5 of this Amendment No. 34 was $4,480,825, the source of which was working capital. Item 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5 is amended by replacing the first paragraph of part (a) with the following: (a) As of June 22, 1994, AirTouch owned 3,213,800 shares of Series A Common Stock. According to the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994, the number of shares of Series A Common Stock outstanding as of March 31, 1994 was 8,643,260. Based on such information, the 3,213,800 shares of Series A Common Stock beneficially owned by AirTouch represent approximately 37.2% of that class. See the Note below. Such shares represent approximately 7.6% of the Issuer's outstanding capital stock. Neither AirTouch nor, to the best of its knowledge, any executive officer or director of AirTouch, beneficially owns any shares of Series A Common Stock. Page 3 of 5 Pages The response to Item 5 is further amended by adding the following at the end of paragraph (c): (c) On April 25, June 20 and June 21, 1994, AirTouch purchased an aggregate of 100,000 shares of Series A Common Stock in over-the-counter transactions at the following prices per share (excluding brokerage commissions):
Price per share (excluding Date Number of Shares brokerage commissions) - - ---- ---------------- -------------------------- April 25, 1994 5,000 $ 44.50 June 20, 1994 50,000 $ 47.25 June 21, 1994 20,000 $ 47.00 25,000 $ 47.00
Page 4 of 5 Pages SIGNATURE 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. AIRTOUCH COMMUNICATIONS By: /s/ C. L. Cox ------------------------------ C. L. Cox President and Chief Operating Officer Dated: June 22, 1994 Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----