-----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, RsWdBmL+W3p4+rgVw5e+B6faybqzQMPMHvtak344Y/ngk0gAVe34waQhdlNTR/nL LV8irTBD9+3PA9lmcGkDrQ== 0000899140-98-000464.txt : 19981027 0000899140-98-000464.hdr.sgml : 19981027 ACCESSION NUMBER: 0000899140-98-000464 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981026 SROS: NONE GROUP MEMBERS: LOUIS M. BACON GROUP MEMBERS: MOORE CAPITAL MANAGEMENT INC /NEW GROUP MEMBERS: MOORE GLOBAL INVESTMENTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAI WIRELESS SYSTEMS INC CENTRAL INDEX KEY: 0000914749 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061324691 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45035 FILM NUMBER: 98730744 BUSINESS ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: THIRD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 BUSINESS PHONE: 5184622632 MAIL ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: 3RD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE CAPITAL MANAGEMENT INC /NEW CENTRAL INDEX KEY: 0000924178 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127827325 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 INITIAL SCHEDULE 13G FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* CAI Wireless Systems, Inc. -------------------------- (Name of Issuer) Common Stock, $.01 par value ------------------------------ (Title of Class of Securities) 12476P104 (CUSIP Number) October 14, 1998 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the 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). - ----------------------------- CUSIP No. 12476P104 13G - ----------------------------- ------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Louis M. Bacon ------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [__] ------- ----------------------------------------------------------------------- 3 SEC USE ONLY ------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States ---------------- ----- -------------------------------------------------------- 5 SOLE VOTING POWER None ----- -------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 2,270,715 OWNED BY EACH ----- -------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH None ----- -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,270,715 ------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,270,715 ------- ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.1% ------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN, IA ------- ----------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -2- - ----------------------------- CUSIP No. 12476P104 13G - ----------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Moore Capital Management, Inc. ------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [__] ------- ----------------------------------------------------------------------- 3 SEC USE ONLY ------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut ---------------- ----- -------------------------------------------------------- 5 SOLE VOTING POWER None ----- -------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,862,059 OWNED BY EACH ----- -------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH None ----- -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,862,059 ------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,862,059 ------- ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.4% ------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO, IA ------- ----------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -3- - ----------------------------- CUSIP No. 12476P104 13G - ----------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Moore Global Investments, Ltd. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [__] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas - -------- ----------------------------------------------------------------------- 5 SOLE VOTING POWER None ----- -------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,862,059 OWNED BY EACH ----- -------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH None ----- -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,862,059 - -------- ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,862,059 - -------- ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------- ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.4% - -------- ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------- ----------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -4- Item 1(a): Name of Issuer: CAI Wireless Systems, Inc. (the "Company"). Item 1(b): Address of Issuer's Principal Executive Offices: 18 Corporate Woods Blvd. Albany, New York 12211 Items 2(a): Name of Person(s) Filing: The Statement is being filed by (1) Moore Capital Management, Inc. ("MCM"), (2) Louis M. Bacon ("Mr. Bacon"), in his capacity as (a) Chairman and Chief Executive Officer, director and controlling shareholder of MCM and (b) Chairman and Chief Executive Officer, director and majority interest holder in Moore Capital Advisors, LLC ("MCA"), and (3) Moore Global Investments, Ltd. ("MGI"). MCM, a registered commodity trading advisor and member of the National Futures Association, serves as discretionary investment manager to MGI, a non-U.S. investment company incorporated in the Bahamas, and other investment funds. MCA, a registered commodity trading advisor and commodity pool operator, serves as general partner and discretionary investment manager to a U.S. partnership, Remington Investment Strategies, L.P. ("RIS"). The principal occupation of Mr. Bacon is the direction of the investment activities of MCM and MCA, carried out in his capacity of Chairman and Chief Executive Officer of such entities. In this capacity, Mr. Bacon may be deemed to be the beneficial owner of the shares of Common Stock (as defined) which are the subject of this statement held for the account of MGI and for the account of RIS. Item 2(b): Address of Principal Business Office: The principal business offices of MCM and Mr. Bacon are located at 1251 Avenue of the Americas, New York, New York 10020. The principal business offices of MGI are located at c/o Citco Fund Services (Bahamas) Ltd., The Bahamas Financial Centre, P.O. Box CB-13136, Nassau, Bahamas. Item 2(c): Citizenship: Mr. Bacon: United States citizen MCM: Connecticut corporation MGI: Bahamas corporation -5- Item 2(d): Title of Class of Securities: Common stock, par value $.01 per share (the "Common Stock"), of the Company. Item 2(e): CUSIP Number: 12476P104 Item 3: If this statement is filed pursuant to ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is filing as a: (a)[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c)[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d)[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e)[ ] An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E). (f)[ ] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F). (g)[ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G). (h)[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i)[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j)[ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to ss. 240.13d-1(c), check this box [X]. Items 4(a)-(c): Ownership: On the date of this Statement: (i) Mr. Bacon is deemed to have beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial -6- Ownership") of 2,270,715 shares of Common Stock by virtue of his control of MCM and MCA. Such shares represent 15.1% of the issued and outstanding shares of Common Stock. By virtue of his control of MCM and MCA, Mr. Bacon is deemed to share voting power and dispositive power over the shares of Common Stock held by MGI and RIS. (ii) MCM is deemed to have Beneficial Ownership of 1,862,059 shares of Common Stock by virtue of its position as discretionary investment manager of MGI. Such shares represent 12.4% of the issued and outstanding Common Stock. MCM is vested with the power to direct disposition of the Common Stock held by MGI and shares with MGI and Mr. Bacon voting power over such Ordinary Shares. (iii) MGI has Beneficial Ownership of 1,862,059 shares of Common Stock held by it. Such shares represent 12.4% of the issued and outstanding Common Stock. MGI currently does not exercise dispositive power over such shares but could obtain such power within 60 days if MGI exercised its right to terminate its trading advisory agreement with MCM. The percentages used herein are calculated based upon the 15,000,000 shares of Common Stock stated to be issued and outstanding as of October 14, 1998, as described in the Company's Form 8-K, filed on October 15, 1998. Item 5: Ownership of Five Percent or Less of a Class: Not Applicable. Item 6: Ownership of More than Five Percent on Behalf of Another Person: Mr. Bacon, by virtue of his control of MCM and MCA, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, shares of Common Stock, except that shareholders of MGI and partners of RIS have the right to participate in the receipt of dividends from, or proceeds upon the sale of, the shares of Common Stock held for their respective accounts. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable. -7- Item 8: Identification and Classification of Members of the Group: Exhibit A: Joint Filing Agreement among Mr. Bacon, MCM and MGI. Item 9: Notice of Dissolution of Group: Not Applicable. Item 10: Certification: By signing below each of the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. -8- SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 26, 1998 LOUIS M. BACON By:/s/ Stephen R. Nelson ----------------------------- Name: Stephen R. Nelson* Title: Attorney-in-Fact MOORE CAPITAL MANAGEMENT, INC. By:/s/ Stephen R. Nelson ----------------------------- Name: Stephen R. Nelson* Title: Attorney-in-Fact MOORE GLOBAL INVESTMENTS, LTD. By:/s/ Stephen R. Nelson ----------------------------- Name: Stephen R. Nelson* Title: Attorney-in-Fact - ---------- * Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is attached hereto as Exhibit B. -8- EX-99.1 2 JOINT FILING AGREEMENT Exhibit A --------- JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G dated October 26, 1998 with respect to the Common Stock of CAI Wireless Systems, Inc., is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Dated: October 26, 1998 LOUIS M. BACON By:/s/ Stephen R. Nelson ----------------------------- Name: Stephen R. Nelson* Title: Attorney-in-Fact MOORE CAPITAL MANAGEMENT, INC. By: /s/ Stephen R. Nelson ----------------------------- Name: Stephen R. Nelson* Title: Attorney-in-Fact MOORE GLOBAL INVESTMENTS, LTD. By: /s/ Stephen R. Nelson ----------------------------- Name: Stephen R. Nelson* Title: Attorney-in-Fact - ---------- * Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is attached hereto as Exhibit B. EX-24.1 3 POWER OF ATTORNEY Exhibit B --------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, Inc. and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or states of changes in, beneficial ownership of securities on Form 3, From 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of November, 1997. /s/ Louis M. Bacon ------------------------------- Louis M. Bacon -----END PRIVACY-ENHANCED MESSAGE-----