-----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, NJkMx8YZUMwwvX9IB4hJxCL0kwlYqtOZoO9cKp8iJeKGZi39u6zUOhmfen6+l/+d y22xglW+AH/OncpHjO5wHA== 0000909518-97-000055.txt : 19970130 0000909518-97-000055.hdr.sgml : 19970130 ACCESSION NUMBER: 0000909518-97-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970129 SROS: NASD GROUP MEMBERS: BANX PARTNERSHIP GROUP MEMBERS: BELL ATLANTIC CORPORATION GROUP MEMBERS: MMDS HOLDINGS II, INC. GROUP MEMBERS: NYNEX CORP GROUP MEMBERS: NYNEX MMDS HOLDING COMPANY 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: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45035 FILM NUMBER: 97513027 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: NYNEX CORP CENTRAL INDEX KEY: 0000732714 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133180909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1095 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 395-2121 MAIL ADDRESS: STREET 1: 1111 WESTCHESTER AVE STREET 2: RM 1311 CITY: WHITE PLAINS STATE: NY ZIP: 10604 SC 13D/A 1 AMEND NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No. 3 ) ----- CAI Wireless Systems, Inc. - -------------------------------------------------------------------------- (Name of Issuer) Common Stock 12476P 10 4 - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) BANX Partnership 3900 Washington Street Wilmington, Delaware 19802 with copies to: P. Alan Bulliner, Esq. Morrison DeS. Webb, Esq. Vice President-Corporate Secretary Executive Vice President, and Counsel General Counsel and Secretary Bell Atlantic Corporation NYNEX Corporation 1717 Arch Street 1095 Avenue of the Americas Philadelphia, PA 19103 New York, NY 10036 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) - -------------------------------------------------------------------------- (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: When filing this statement in paper form, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following page(s)) CUSIP No. 12476P 10 4 13D 1 NAME OF REPORTING PERSON: BANX Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 19,862,150 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 19,862,150 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 19,862,150 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 34.6% 14 TYPE OF REPORTING PERSON: PN CUSIP No. 12476P 10 4 13D 1 NAME OF REPORTING PERSON: MMDS Holdings II, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 36,501,085 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 36,501,085 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 36,501,085 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.2% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 12476P 10 4 13D 1 NAME OF REPORTING PERSON: Bell Atlantic Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 36,626,085 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 36,626,085 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 36,626,085 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.4% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 12476P 10 4 13D 1 NAME OF REPORTING PERSON: NYNEX MMDS Holding Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 36,626,085 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 36,626,085 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 36,626,085 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.4% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 12476P 10 4 13D 1 NAME OF REPORTING PERSON: NYNEX Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 36,626,085 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 36,626,085 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 36,626,085 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 49.4% 14 TYPE OF REPORTING PERSON: CO ITEM 1 SECURITY AND ISSUER. This Statement constitutes Amendment No. 3 to the Statement on Schedule 13D (the "Schedule 13D") previously filed with the Securities and Exchange Commission by BANX Partnership, a Delaware general partnership ("BANX"); its general partners, MMDS Holdings II, Inc., a Delaware corporation ("MMDS Holdings"), and NYNEX MMDS Holding Company, a Delaware corporation ("NYNEX MMDS"); Bell Atlantic Corporation, a Delaware corporation and the indirect parent of MMDS Holdings ("BAC"); and NYNEX Corporation, a Delaware corporation and the direct parent corporation of NYNEX MMDS ("NYNEX"; and, together with BANX, MMDS Holdings, NYNEX MMDS and BAC, the "Reporting Persons"), with respect to the common stock, no par value (the "Common Stock"), of CAI Wireless Systems, Inc., a Connecticut corporation ("CAI") located at 18 Corporate Woods Blvd., Albany, NY 12211. Unless otherwise indicated, all capitalized terms used herein have the respective meanings ascribed thereto in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Schedules I, II, III and IV annexed to the Schedule 13D are hereby amended in their entirety to read in full as set forth on Schedules I, II, III and IV annexed hereto and incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. At the Stage II Closing under the Purchase Agreement, which occurred on September 29, 1995, BANX purchased from the Corporation for aggregate cash consideration of $70 million, (i) 7,000 shares of 14% Senior Preferred Stock of the Corporation, par value $10,000 per share (the "Senior Preferred Stock"), and (ii) a warrant (the "Stage II Warrant") to purchase convertible preferred stock, no par value, of the Corporation (the "Voting Preferred Stock"). In addition, BANX transferred one-half of its interest in (i) the Term Notes (and all accrued interest thereon) and (ii) the Senior Preferred Stock, to each of MMDS Holdings and NYNEX MMDS, and upon surrender by BANX to the Corporation, the Corporation cancelled the Term Notes issued at the Stage I Closing and the certificates representing the Senior Preferred Stock registered in the name of BANX and issued Term Notes in the principal amount of $15,000,000 and share certificates representing 3,500 shares of Senior Preferred Stock to each of MMDS Holdings and NYNEX MMDS. At the Stage II Closing, the Term Notes pursuant to their terms became unsecured obligations of the Corporation, subordinated to certain senior indebtedness of the Corporation, bearing interest at 14% per annum, and also became convertible into the Senior Preferred Stock, at an initial conversion price of $10,000 per share, subject to adjustment. The Senior Preferred Stock is convertible, at the option of the holder at any time on or after the date of issuance of such shares and prior to the fifth anniversary of the original issue date, into the number of Voting Preferred Shares as is determined by dividing $10,000 by the Tier 1 Conversion Price (as defined in the terms of the Senior Preferred Stock). Dividends on the Senior Preferred Stock are cumulative from the Stage II Closing and are payable quarterly at an annual rate of 14% when and as declared by the Board of Directors of CAI out of any funds legally available therefor. The Stage II Warrant permits the holder, for a period of six years, to acquire shares of Voting Preferred Stock at four different exercise prices. The exercise prices of the Stage II Warrant will be determined in accordance with certain formulas, set forth in the Stage II Warrant, based on the number of Fully-Diluted Common Shares (as defined in the Stage II Warrant) immediately after consummation of the Stage II Closing, subject to adjustment, including antidilution adjustment. Each share of Voting Preferred Stock initially is convertible, at the option of the holder, into 100 shares of Common Stock. The holders of Voting Preferred Stock are entitled to certain voting rights with respect to the election of directors of the Corporation and other matters. The terms of the Voting Preferred Stock are set forth in Attachment 2.3 to the Amendment Agreement dated as of September 28, 1995 among BANX, the Corporation and its subsidiaries party thereto, which amends certain provisions of the Purchase Agreement and is set forth as Exhibit 1 to Amendment No. 2 to the Schedule 13D. The conversion of the Senior Preferred Stock (including the shares issuable upon conversion of the Term Notes into Senior Preferred Stock) and the exercise of the Stage I and Stage II Warrant gives the BANX Affiliates the right to acquire, for an aggregate amount of approximately $302 million (including consideration originally paid for the Term Notes, the Senior Preferred Stock and such Warrants), shares of the Voting Preferred Stock which would be convertible into approximately 45% of the Fully-Diluted Common Shares and, in the event of the issuance after the Stage II Closing of any additional of common stock, no par value of the Corporation ("Common Shares"), the right to acquire additional shares of Voting Preferred Stock at the same per share exercise prices, so that the BANX Affiliates will maintain the right to acquire 45% of the Fully-Diluted Common Shares from time to time. If the conversion rights under the Term Notes, the Senior Preferred Stock and the Voting Preferred Stock, and the exercise rights under the Stage I Warrants, the Stage II Warrants and the Common Stock Warrants (as defined below) were exercised in full immediately after the Stage II Closing, based on information furnished by the Corporation, BANX would acquire approximately 45.3% of the Fully-Diluted Common Shares (as defined in the Stage II Warrant); 27% of such Fully-Diluted Common Shares (or 21,900,651 Common Shares) at a price per share of $6.01; 9% of such Fully-Diluted Common Shares (or 7,300,217 Common Shares) at a price per share of $8.27; 4.5% of such Fully-Diluted Common Shares (or 3,650,108 Common Shares) at a price per share of $12.78; and 4.5% of such Fully-Diluted Common Shares (or 3,650,108 Common Shares) at a price per share of $17.29. In addition, each of MMDS Holdings, Inc., a wholly owned indirect subsidiary of Bell Atlantic Corporation, and NYNEX MMDS was issued a warrant, dated as of January 9, 1995 (the "Common Stock Warrants"), which permits the holder, for a period of five years, to acquire 125,000 Common Shares at a price per share of $7.50, subject to certain adjustments, including antidilution adjustments. The foregoing description of the Senior Preferred Stock, the Stage II Warrants and the Common Stock Warrants is qualified in its entirety by reference to the complete text of each, a copy of which is filed as part of Exhibit 1 and as Exhibits 4, 5, and 6, respectively to Amendment No. 2 to the Schedule 13D. BANX obtained the funds necessary to acquire the Senior Preferred Stock and the Stage II Warrant from MMDS Holdings and NYNEX MMDS. MMDS Holdings obtained the funds it provided to BANX from funds provided from its affiliates from the working capital of its affiliates. NYNEX MMDS obtained the funds it provided to BANX from funds provided from its parent company from the working capital of its parent company. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired the securities purchased under the Purchase Agreement and the Common Stock Warrants as an investment. Depending on market conditions, the Reporting Persons may acquire additional Common Shares through open market purchases, in privately negotiated transactions or otherwise, subject to compliance with Section 2.9 of the Purchase Agreement. In addition, the Reporting Persons may use their rights as holders of the securities purchased under the Purchase Agreement (the "Securities") to seek to cause the Corporation to comply with its obligations under the Purchase Agreement and the related agreements and arrangements, including without limitation the Business Relationship Agreement. While it is not the present intention of BANX, MMDS Holdings or NYNEX MMDS to do so, depending upon market conditions and the course of action that the partners determine to pursue, the partners (i) may, directly or indirectly, seek to acquire control of the Corporation, or (ii) in compliance with applicable securities laws, may, directly or indirectly, attempt to dispose of some or all of the shares of Common Shares then beneficially owned by any of the Reporting Persons, in the open market, in privately negotiated transactions or otherwise. Other than as disclosed in this Statement and except for enforcement by BANX and its affiliates of their respective rights under the Transaction Documents in the ordinary course of their businesses, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedules I, II, III and IV hereto, presently has any plan or proposal that relates to or might result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(b) BANX has shared voting rights over, and therefore beneficial ownership of 19,862,150 Common Shares, representing approximately 34.6% of the Fully-Diluted Common Shares (as defined in the Stage II Warrant). Each of MMDS Holdings, NYNEX MMDS, BAC and NYNEX has shared voting and dispositive power over and beneficial ownership of 36,626,085 Common Shares, representing approximately 45.3% of the Fully-Diluted Common Shares (as defined in the Stage II Warrant). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 19, 1996, the Board of Directors of NYNEX approved the Modification Agreement dated as of December 12, 1996 (the "Modification Agreement") entered into by CAI, BANX, MMDS Holdings, Inc., MMDS Holdings II, Inc., NYNEX MMDS Company and NYNEX MMDS Holding Company (the "BANX Parties"). As previously disclosed in the joint press release dated December 13, 1996 filed as an Exhibit hereto and in CAI's Form 8-K filed January 3, 1997, the Modification Agreement, among other things, provides CAI or its designee the right to acquire all, but not less than all, of the $100 million investment by the BANX Parties, for a period of 12 months from December 12, 1996. Such investment consists of: (i) 7,000 shares of 14% Senior Preferred Stock of CAI, par value $10,000 per share (the "Senior Preferred Stock"), (ii) $30 million principal amount of Term Notes (the "Term Notes"), and (iii) two warrants (the "Warrants") to purchase convertible preferred stock, no par value, of CAI (the "Voting Preferred Stock"; and together with the Senior Preferred Stock, the Term Notes and the Warrants, the "CAI Securities"). If notice to purchase the CAI Securities is received by the BANX Parties within the first 120 days following execution of the Agreement, the purchase price is $121,000,000; if received in the next 120 days, the purchase price is $100,000,000, together with accrued interest and dividends, plus $10,000,000; and if notice is received in the balance of the year, the purchase price is $100,000,000, together with accrued interest and dividends, plus $20,000,000. No notice of intended purchase has been received as of the date of this filing. The BANX Parties' $100,000,000 investment in the CAI Securities includes convertible debt and preferred stock and warrants, all of which if fully converted and exercised would result in the right to acquire up to approximately 45% of the equity of CAI. As part of the Modification Agreement, the Initial Tier 1 Conversion Price and the Initial Tier I Exercise Price for the Senior Preferred Stock and the Warrants, respectively, were reduced to $3.86 per common share equivalent and the Initial Tier 2 Exercise Price, the Initial Tier 3 Exercise Price and the Initial Tier 4 Exercise Price were proportionately reduced, in each case subject to adjustment as provided in the Warrants. The exercise prices are subject to further reduction in the event the option to acquire the CAI Securities is not exercised within 180 days. In the event that CAI does not purchase the CAI Securities or cannot locate a third party purchaser to do so within the first 270 days, the BANX Parties have the right to sell the CAI Securities free and clear of the option. The foregoing description of the Modification Agreement is qualified in its entirety by reference to the complete text of the Modification Agreement, a copy of which is filed as Exhibit 1 hereto and incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. 1. Modification Agreement, dated as of December 12, 1996, among CAI, BANX, MMDS Holdings, Inc., MMDS Holdings, NYNEX MMDS Company and NYNEX MMDS. 2. Joint Press Release dated Decmeber 13, 1996. 3. Current Report on Form 8-K (incorporated by reference to the Form 8-K filed by CAI with the SEC on January 3, 1997). 4. Joint Filing Letter Agreement, dated as of March 29, 1995. 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. Date: January 27, 1997 BANX PARTNERSHIP, a Delaware general partnership By: MMDS HOLDINGS II, Inc., General Partner By: /s/ Jane F. Ludlow --------------------------- Name: Jane F. Ludlow Title: Secretary By: NYNEX MMDS HOLDING COMPANY, General Partner By: /s/ Steven Fadem --------------------------- Name: Steven Fadem Title: Acting President 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. BELL ATLANTIC CORPORATION Date: January 27, 1997 By: /s/ P. Alan Bulliner -------------------------- Name: P. Alan Bulliner Title: Secretary 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. MMDS HOLDINGS II, INC. Date: January 27, 1997 By: /s/ Jane F. Ludlow --------------------- Name: Jane F. Ludlow Title: Secretary 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. NYNEX MMDS HOLDING COMPANY Date: January 27, 1997 By: /s/ Steven Fadem --------------------- Name: Steven Fadem Title: Acting President 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. NYNEX CORPORATION Date: January 27, 1997 By: /s/ Darlene D. Kleiner -------------------------------- Name: Darlene D. Kleiner Title: Assistant Secretary SCHEDULE I MMDS HOLDINGS II, INC. A DELAWARE CORPORATION LOCATED AT 1310 NORTH COURT HOUSE ROAD, ARLINGTON, VA 22201 EXECUTIVE OFFICERS AND DIRECTORS Name and Address Position and Principal Occupation ---------------- --------------------------------- Janet M. Garrity President, Treasurer and 501 Carr Road, Suite 201 Director Wilmington, DE 19809 Alexander H. Good Chief Executive Officer 1320 N. Court House Road Arlington, VA 22201 Jane Ludlow Secretary 1717 Arch Street 32nd Floor Philadelphia, PA 19103 Ellen C. Wolf Chief Financial Officer and Bell Atlantic Corporation Director 1717 Arch Street Philadelphia, PA 19103 William O. Albertini Director Bell Atlantic Corporation 1717 Arch Street Philadelphia, PA 19103 Joshua W. Martin Director Bell Atlantic - Delaware 901 Tatnall Street Wilimington, DE 19801 None of the individuals listed above in the last five years (i) has been convicted in a criminal proceeding or (ii) was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a citizen of the United States. SCHEDULE II BELL ATLANTIC CORPORATION -------------------------- A DELAWARE CORPORATION LOCATED AT 1717 ARCH STREET, PHILADELPHIA, PA 19103 EXECUTIVE OFFICERS AND DIRECTORS Name and Address Position and Principal Occupation ---------------- --------------------------------- Raymond W. Smith Chairman of the Board and Chief Bell Atlantic Corporation Executive Officer of BAC 1310 N. Court House Road Arlington, VA 22201 Lawrence T. Babbio, Jr. Vice Chairman of BAC Bell Atlantic Corporation 1717 Arch Street Philadelphia, PA 19103 James G. Cullen Vice Chairman of BAC Bell Atlantic Corporation 1310 N. Court House Road Arlington, VA 22201 William O. Albertini Executive Vice President and Bell Atlantic Corporation Chief Financial Officer of BAC 1717 Arch Street Philadelphia, PA 19103 Alexander H. Good Vice President-Strategic Bell Atlantic Corporation Planning and Corporate 1310 N. Court House Road Development of BAC Arlington, VA 22201 P. Alan Bulliner Vice President-Corporate Bell Atlantic Corporation Secretary and Counsel of BAC 1717 Arch Street Philadelphia, PA 19103 Doreen A. Toben Vice President-Finance and Bell Atlantic Corporation Controller of BAC 1717 Arch Street Philadelphia, PA 19103 Ellen C. Wolf Vice President-Treasurer Bell Atlantic Corporation 1717 Arch Street Philadelphia, PA 19103 Patrick C.G. Coulter Vice President-Corporate Bell Atlantic Corporation Communication 1310 N. Court House Road Arlington, VA 22201 Kevin P. Pennington Vice President-Human Resources Bell Atlantic Corporation 1310 N. Court House Road Arlington, VA 22201 John F. Gamba Senior Vice President-Corporate Bell Atlantic Corporation Resources and Performance 1310 N. Court House Road Assurance of BAC Arlington, VA 22201 Bruce S. Gordon Group President-Consumer and Bell Atlantic Network Small Business Services of Bell Services, Inc. Atlantic Network Services, Inc. 1310 N. Court House Road Arlington, VA 22201 Stuart C. Johnson Group President-Large Business Bell Atlantic Network and Information Services of Bell Services, Inc. Atlantic Network Services, Inc. 1310 N. Court House Road Arlington, VA 22201 Thomas R. McKeough Philadelphia, PA 19103Vice Bell Atlantic Corporation President-Mergers and 1717 Arch Street Acquisitions and Associate General Counsel of BAC James R. Young Vice President and General Bell Atlantic Corporation Counsel of BAC 1310 N. Court House Road Arlington, VA 22201 William W. Adams Director of BAC 11 Spring Dell Road Lancaster, PA 17601 Thomas E. Bolger Chairman of the Executive Bell Atlantic Corporation Committee of the Board of 1717 Arch Street Directors of BAC Philadelphia, PA 19103 Frank C. Carlucci Chairman of The Carlyle Group The Carlyle Group (merchant banking); Director of 1001 Pennsylvania Avenue, N.W. BAC Washington, DC 20004 Eckard Pfeiffer President and Chief Operating Compaq Computer Corporation Officer P.O. Box 69200-MS 110802 Compaq Computer Corporation; Houston, TX 77269 Director of BAC James H. Gilliam, Jr. Executive Vice President and Beneficial Corporation General Counsel of Beneficial 1 Christina Centre Corporation (financial 301 N. Walnut Street services); Director of BAC Wilmington, DE 19801 Thomas H. Kean President of Drew University; Drew University Director of BAC 36 Madison Avenue Madison, NJ 07940 John F. Maypole Managing Partner of Peach State 157 Lake Dr. Real Estate Holding Company and Mountain Lakes, NJ 07046 Consultant; Director of BAC Joseph Neubauer Chairman of the Board and Chief ARAMARK Corporation Executive Officer of ARAMARK 1101 Market Street Corporation; Director of BAC Philadelphia, PA 19107 Thomas H. O'Brien Chairman and Chief Executive PNC Bank Corp. Officer of PNC Bank Corp.; 5th Avenue & Wood Street Director of BAC Pittsburgh, PA 15222 Rozanne L. Ridgway Co-Chair of The Atlantic Council The Atlantic Council of the of the United States (a private United States foreign policy institute); 910 17th Street, N.W. Director of BAC Washington, DC 20006 Shirley Young Vice President, China Strategic General Motors Corporation Development of General Motors 3044 West Grand Boulevard Corporation; Director of BAC Detroit, MI 48202 None of the individuals listed above in the last five years (i) has been convicted in a criminal proceeding or (ii) was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a citizen of the United States. SCHEDULE III NYNEX MMDS HOLDING COMPANY -------------------------- A DELAWARE CORPORATION LOCATED AT 1095 AVENUE OF THE AMERICAS, NEW YORK, NY 10036 EXECUTIVE OFFICERS AND DIRECTORS NAME AND ADDRESS POSITION AND PRINCIPAL OCCUPATION ---------------- --------------------------------- Steven S. Fadem Director and Vice President, NYNEX Corporation President of NYNEX Entertainment & 22nd Floor Information Services Company 1166 Avenue of the Americas New York, NY 10036 Melvin Meskin Director and President, NYNEX Corporation Vice President and Comptroller of 41st Floor NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Timothy J. Downey Vice President, NYNEX Corporation Director of Corporate Strategy and 22nd Floor Planning, NYNEX Entertainment & 1166 Avenue of the Americas Information Services Company New York, NY 10036 Darlene D. Kleiner Secretary, NYNEX Corporation Counsel and Assistant Secretary of 38th Floor NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Andrew Coticchio Comptroller, NYNEX Corporation Assistant Comptroller of NYNEX Room 3023 Corporation 1095 Avenue of the Americas New York, NY 10036 Roslyn G. Grigoleit Assistant Comptroller, NYNEX Corporation Staff Director of State Tax 31st Floor Compliance of NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Christine A. Hillery Assistant Comptroller, NYNEX Corporation Director of Sales and Gross Receipts Room 3107 of NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Richard Weiss Assistant Comptroller, NYNEX Corporation Director of Tax Administration of 31st Floor NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Colson P. Turner Treasurer, NYNEX Corporation Vice President and Treasurer of 41st Floor NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Joseph A. Tomitz Assistant Treasurer, NYNEX Corporation Assistant Treasurer of NYNEX 30th Floor Corporation 1095 Avenue of the Americas New York, NY 10036 None of the individuals listed above in the last five years (i) has been convicted in a criminal proceeding or (ii) was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a citizen of the United States. SCHEDULE IV NYNEX CORPORATION A DELAWARE CORPORATION LOCATED AT 1095 AVENUE OF THE AMERICAS, NEW YORK, NY 10036 EXECUTIVE OFFICERS AND DIRECTORS NAME AND ADDRESS POSITION AND PRINCIPAL OCCUPATION ---------------- --------------------------------- Ivan G. Seidenberg Director, Chairman of the Board and NYNEX Corporation Chief Executive Officer of NYNEX 41st Floor Corporation 1095 Avenue of the Americas New York, NY 10036 Frederic V. Salerno Director and Vice Chairman - NYNEX Corporation Finance and Business Development of 41st Floor NYNEX Corporation 1095 Avenue of the Americas New York, NY 10036 Morrison DeS. Webb Executive Vice President, General NYNEX Corporation Counsel and Secretary of NYNEX 41st Floor Corporation 1095 Avenue of the Americas New York, NY 10036 Robert T. Anderson Vice President - Business NYNEX Corporation Development of NYNEX Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Jeffrey A. Bowden Vice President - Strategy and NYNEX Corporation Corporate Assurance of NYNEX 41st Floor Corporation 1095 Avenue of the Americas New York, NY 10036 John M. Clarke Vice President - Law of NYNEX NYNEX Corporation Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Saul Fisher Vice President - Law of NYNEX NYNEX Corporation Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Patrick F.X. Mulhearn Vice President - Public Relations of NYNEX Corporation NYNEX Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Donald J. Sacco Vice President - Human Resources of NYNEX Corporation NYNEX Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Thomas J. Tauke Vice President - Government Affairs NYNEX Government Affairs Company of NYNEX Corporation 1300 I Street, NW Washington, DC 20005 Colson P. Turner Vice President and Treasurer of NYNEX Corporation NYNEX Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Melvin Meskin Vice President and Comptroller of NYNEX Corporation NYNEX Corporation 41st Floor 1095 Avenue of the Americas New York, NY 10036 Richard W. Blackburn President and Group Executive of NYNEX Corporation Nynex Worldwide Communications 41st Floor Media Group 1095 Avenue of the Americas New York, NY 10036 Arnold J. Eckelman Executive Vice President and Group NYNEX Corporation Executive - Metro, NYNEX 41st Floor Telecommunications 1095 Avenue of the Americas New York, NY 10036 Richard A. Jalkut President and Group Executive of NYNEX Corporation NYNEX Telecommunications 41st Floor 1095 Avenue of the Americas New York, NY 10036 Donald B. Reed President and Group Executive of NYNEX Corporation NYNEX External Affairs and 41st Floor Corporate Communications 1095 Avenue of the Americas New York, NY 10036 John Brademas Director of NYNEX Corporation; New York University President Emeritus of New York 11 West 42nd Street, Suite 400 University New York, NY 10036 Richard L. Carrion Director of NYNEX Corporation; Banco Popular de Puerto Rico President and Chief Executive Officer 209 Munoz Rivera Avenue of Banco Popular de Puerto Rico Hato Rey, PR 00918 Lodewijk J.R. de Vink Director of NYNEX Corporation; Warner-Lambert Company President and Chief Operating Officer 201 Tabor Road of Warner-Lambert Company Morris Plains, NJ 07950 Stanley P. Goldstein Director of NYNEX Corporation; CVS Corporation Chairman of the Board and Chief One CVS Drive Executive Officer of CVS Corporation Woonsocket, RI 02895 Helene L. Kaplan Director of NYNEX Corporation; Skadden, Arps, Slate, Of Counsel to Skadden Arps, Slate Meagher & Flom, Meagher & Flom, L.L.P. 919 Third Avenue New York, NY 10022 Elizabeth T. Kennan Director of NYNEX Corporation; 197 County Road President Emeritus of Mount Holyoke Ipswich, MA 01938 College Edward E. Phillips Director of NYNEX Corporation; 83 Webster Road Director of New England Mutual Weston, MA 02193 Life Insurance Company Hugh B. Price Director of NYNEX Corporation; National Urban League, Inc. President and Chief Executive Officer 500 East 62nd Street of National Urban League, Inc. New York, NY 10021 Walter V. Shipley Director of NYNEX Corporation; The Chase Manhattan Corporation Chairman of the Board and Chief 270 Park Avenue Executive Officer of The Chase New York, NY 10017-2070 Manhattan Corporation John R. Stafford Director of NYNEX Corporation; American Home Products Corporation Chairman of the Board, President and 5 Giralda Farms Chief Executive Officer of American Madison, NJ 07940 Home Products Corporation None of the individuals listed above in the last five years (i) has been convicted in a criminal proceeding or (ii) was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a citizen of the United States. EXHIBIT INDEX ------------- Exhibit ------- 1. Modification Agreement, dated as of December 12, 1996, among CAI, BANX, MMDS Holdings, Inc., MMDS Holdings, NYNEX MMDS Company and NYNEX MMDS. 2. Joint Press Release dated Decmeber 13, 1996. 3. Current Report on Form 8-K (incorporated by reference to the Form 8-K filed with the SEC by CAI on January 3, 1997). 4. Joint Filing Letter Agreement, dated as of March 29, 1995. NYFS10...:\86\65886\0021\1708\SCH1217T.33C EX-1 2 MODIFICATION AGREEMENT MODIFICATION AGREEMENT MODIFICATION AGREEMENT dated as of December 12, 1996 among CAI WIRELESS SYSTEMS, INC., a Connecticut corporation ("CAI"), the --- subsidiaries of CAI listed on the signature pages hereto (collectively with CAI, the "Company"), BANX PARTNERSHIP, a Delaware ------- general partnership ("BANX"), MMDS HOLDINGS, INC., a Delaware ---- corporation ("MMDS Holdings"), MMDS HOLDINGS II, INC., a Delaware ------------- corporation ("MMDS Holdings II"), NYNEX MMDS COMPANY, a Delaware ---------------- corporation ("NYNEX MMDS"), and NYNEX MMDS HOLDING COMPANY, a Delaware ---------- corporation ("NYNEX MMDS Holding"). ------------------ RECITALS 1. The Company and BANX are parties to a Securities Purchase Agreement dated as of March 28, 1995, as amended (the "Securities Purchase Agreement"; capitalized terms defined ----------------------------- therein and used but not defined herein being used as therein defined), pursuant to which CAI issued and sold and BANX purchased (i) CAI's Term Notes due 2005 (the "Notes") in an ----- aggregate original principal amount of $30,000,000, (ii) 7,000 shares of CAI's 14% Senior Preferred Stock, par value $10,000 per share (the "Senior Preferred Stock"), and (iii) warrants (the ---------------------- "Warrants") to purchase CAI's Series C Convertible Preferred -------- Stock. The Notes, the Senior Preferred Stock and the Warrants are referred to herein collectively as the "Purchased --------- Securities". ---------- 2. The Company, NYNEX MMDS and MMDS Holdings are parties to a Business Relationship Agreement dated as of March 28, 1995, as amended (the "BR Agreement"), pursuant to which the Company ------------ has, among other things, granted to NYNEX MMDS and MMDS Holdings options, on a market by market basis, to cause the Company to provide wireless cable transmission services to NYNEX MMDS and MMDS Holdings using the Company's transmission systems in specified markets in their respective service areas. 3. The parties desire to modify their contractual arrangements under the Securities Purchase Agreement and the BR Agreement and with respect to the Purchased Securities, as set forth herein. Accordingly, the parties hereby agree as follows: Section 1. Option to Purchase Securities. BANX and its ----------------------------- partners, NYNEX MMDS Holding and MMDS Holdings II, hereby grant to CAI or its designee the right and option, exercisable for a period of twelve (12) months following the date of this Agreement, to purchase all (but not less than all) of the Purchased Securities, including all accrued and unpaid dividends thereon, for an aggregate purchase price equal to the Purchase Price specified below. The option shall be exercised by written notice to BANX, NYNEX MMDS and MMDS Holdings II in accordance with the Securities Purchase Agreement, which notice shall identify any designee and shall provide information in reasonable detail with respect to the creditworthiness of any designee and of the expected source of funds for the purchase. If the designee (which for purposes of this sentence shall include the ultimate parent or entity which controls the designee) is not required to file reports pursuant to the Securities Exchange Act of 1934, then CAI shall have thirty (30) days from the date of the notice to provide the financial information (including the expected source of funds) required under the immediately preceding sentence. If the notice from CAI includes a request to keep the identity of the designee (if any) confidential, the sellers will not publicly disclose the designee's identity, until such time as the identity of the designee as the purchaser of the Purchased Securities is otherwise made public, except as may otherwise be required by any applicable law, rule, regulation, court order or requirement of a government entity, including without limitation, the rules or regulations of any securities exchange. Upon such exercise, the purchase and sale of the Purchased Securities shall occur at the offices of NYNEX MMDS Holding in New York City on the date, not later than ninety (90) days following the date of the notice of exercise, as shall be specified by CAI in such notice of exercise, at which closing BANX, NYNEX MMDS Holding and MMDS Holdings II shall deliver the certificates or other instruments representing the Purchased Securities to CAI or its designee (without representation or warranty except as to title) against payment of the Purchase Price in immediately available funds, and CAI shall deliver such legal opinions, opinions of financial advisors and officers' certificates as may reasonably be requested by the sellers or as may be customary for transactions of such nature, provided that if CAI or its designee is unable to close within such 90-day period solely due to the document deliveries required pursuant to this sentence, then at the election of CAI in writing to sellers not less than 2 business days prior to the expiration of such 90-day period, the full Purchase Price may be deposited in an interest bearing account for a period of up to thirty (30) days in order to permit the purchaser to satisfy such delivery requirements and the closing shall be deemed timely if consummated within such 30-day period provided the sellers shall be paid all interest accrued on such funds during such period in addition to the Purchase Price. The parties will use reasonable efforts to agree upon the form of such documents within forty five (45) days after the execution of this Agreement; provided, however, -------- ------- that the failure of the parties to so agree shall not relieve any party of its obligation to deliver the required documents in a form reasonably satisfactory to the receiving parties. The Purchase Price for the Purchased Securities shall equal the amount specified below opposite the applicable number of days following the date of this Agreement on which the notice of exercise is delivered by CAI to BANX, NYNEX MMDS Holding and MMDS Holdings II: Notice of Option Exercise Purchase Price ------------------------- -------------- up to 120 days $121,000,000 after 120 days up to 240 days $100,000,000 plus payment in full of all accrued interest and dividends under the Notes and Senior Preferred Stock as of the date of notice plus $10,000,000. after 240 days up to 365 days $100,000,000 plus payment in full of all accrued interest and dividends under the Notes and Senior Preferred Stock as of the date of notice plus $20,000,000. Notwithstanding anything to the contrary herein, (i) in the event CAI shall fail to consummate the purchase of the Purchased Securities in accordance with the terms of this Agreement and without limitation to any other remedies of BANX, NYNEX MMDS or MMDS Holdings occasioned by such failure, the option to purchase pursuant to this Section 1 shall terminate automatically and without further action of the parties, and (ii) in the event the option to purchase pursuant to this Section 1 is not exercised in accordance herewith on or before the 270th day following the date of this Agreement, BANX, NYNEX MMDS Holding and MMDS Holdings II shall have the right to sell the Purchased Securities free and clear of the option granted hereby and the rights of the Company pursuant hereto upon twenty (20) days' prior notice to CAI, provided that CAI or its designee does not exercise the option in accordance herewith within a period of ten (10) days following the date of such notice to CAI. During the option period, CAI shall make commercially reasonable efforts to secure the funds required to exercise the option or to otherwise find a purchaser for the Purchased Securities. If CAI engages in discussions or negotiations with entities which have an interest in investing in the Company, it shall offer such entities the option of acquiring the Purchased Securities. CAI agrees that it shall take no action, (other than actions in the ordinary course of its business) the effect of which could reasonably expected to make the acquisition of the Purchased Securities less attractive to a prospective purchaser. If CAI obtains funds sufficient to acquire the Purchased Securities, it shall use commercially reasonable efforts to obtain any consents or other authorizations required to permit it to exercise the option hereunder. Section 2. Exercise and Conversion Prices. ------------------------------ (a) Effective upon the execution and delivery of this Agreement, (i) the Initial Tier I Conversion Price and the Initial Tier I Exercise Price for the Senior Preferred Stock and the Warrants, respectively, shall be reduced to an amount equal the product of the Preferred Conversion Ratio (as defined in the Purchased Securities) multiplied by $3.86, and (ii) the Initial Tier 2 Exercise Price, the Initial Tier 3 Exercise Price and the Initial Tier 4 Exercise Price shall be reduced by multiplying such amounts by a fraction, the numerator of which is equal to the Initial Tier I Exercise Price immediately after giving effect to the reduction pursuant to clause (i) of this Section 2(a) and the denominator of which is equal to the Initial Tier I Exercise Price immediately prior to giving effect to such reduction. (b) In the event CAI shall not have exercised its option to purchase the Purchased Securities on or prior to 180 days after the date of this Agreement, (i) the Initial Tier I Conversion Price and the Initial Tier I Exercise Price for the Senior Preferred Stock and the Warrants, respectively, in each case shall be further reduced by an amount equal to 15% of the Initial Tier 1 Exercise Price immediately prior to any and all such adjustments, and (ii) in each case the Initial Tier II Exercise Price, the Initial Tier III Exercise Price and the Initial Tier IV shall be reduced by multiplying such price by a fraction, the numerator of which is equal to the Initial Tier I Exercise Price immediately after giving effect to the reduction pursuant to clause (i) of this Section 2(b) and the denominator of which is equal to the Initial Tier I Exercise Price immediately prior to giving effect to such reduction. (c) Each reduction pursuant to this Section 2 shall be cumulative with and in addition to any other reductions or adjustments to the applicable prices pursuant hereto or under the other applicable documents governing the Purchased Securities and each adjustment pursuant hereto shall be affected prior to any adjustments pursuant to such other documents. (d) The reduction provided for in Section 2(b) above shall not apply in the event of an exercise of the conversion rights of the Notes or Senior Preferred Stock or an exercise of the Warrants by BANX or its affiliates. Section 3. Suspension of BR Agreement. Effective upon -------------------------- the execution and delivery of this Agreement, the right of NYNEX MMDS and MMDS Holdings to exercise the options, and the obligations of the Company to perform by the specified dates, under the BR Agreement shall be suspended and the running of all other time periods thereunder shall be tolled. If CAI shall purchase all of the Purchased Securities pursuant to the exercise of its option in accordance with Section 1 of this Agreement, the BR Agreement and all rights and obligations of the parties thereunder shall terminate. If CAI shall fail to provide notice of the exercise of its option to purchase the Purchased Securities pursuant to Section 1 hereof on or prior to the first anniversary of the date of this Agreement and consummate a purchase transaction pursuant to Section 1 hereof, the BR Agreement and the rights and obligations of the parties shall be reinstated automatically and without further action of the parties, and all time periods for performance or the exercise of any rights or obligations thereunder, including the right to exercise the options by NYNEX MMDS and MMDS Holdings thereunder, shall be extended by a period equal to the period of the suspension of the BR Agreement pursuant to this Section 3, provided that, following the end of the suspension period, the parties agree to negotiate in good faith to amend the BR Agreement; provided further however, that the parties are under no obligation to agree to any amendments, modifications or waivers of the BR Agreement other than with respect to the elimination of the existing "Fulfillment Dates" (as defined in the BR Agreement"). The suspension of the BR Agreement, and any reinstatement thereof, shall not effect a waiver of any rights, obligations or claims of the parties thereto for any period prior to such suspension or after such reinstatement and this Agreement shall not constitute a consent to any modification of such rights, obligations or claims except as expressly provided hereunder. Section 4. CS Consent Rights; Conveyance of Stock. (a) -------------------------------------- All rights of BANX and its affiliates to consent to the exercise by CAI of its right to approve or disapprove of the taking of any actions by CS Wireless Systems, Inc. pursuant to the terms of the Consent dated February 23, 1996 (the "CS Consent") among CAI, BANX and its affiliates shall be terminated effective upon the execution and delivery of this Agreement. During the option period, BANX and its affiliates party hereto agree to grant CAI a proxy for the purposes of voting their respective shares of CS Wireless Systems, Inc. ("CS") common stock; provided, however, that with respect to votes regarding the following -------- ------- matters, CAI must vote the shares of CS held by BANX and its affiliates as directed by such parties: any shareholder approval sought in connection with a public offering of CS equity securities in the event that CAI proposes to vote against such a transaction; any shareholder approval in connection with a merger, business combination, sale of all or substantially all of CS' assets or any similar transaction, other than a transaction in which the holders of CS common stock would become the holders of tradable securities in a publicly traded entity, unless CAI has notified BANX that it proposes to vote in favor of such transaction; any shareholder approval in connection with a transaction between CS and CAI and/or any of their respective affiliates; any shareholder approval in connection with a redemption or repurchase of CS' equity securities or the declaration of any dividends; and any transaction, other than a sale of CS equity securities for cash, that would dilute the interest of BANX and its affiliates in CS or grant any entity greater voting rights. CAI will inform BANX if it proposes to exercise the proxy granted hereunder. If the proxy would be voted in connection with one or more of the items listed in this Section 4(b), CAI will describe the action to be approved and CAI's intention to exercise the proxy for or against such matter, and the notice containing the foregoing shall be delivered as soon as possible, but in no event less than ten (10) business days prior to the date of the vote. Unless BANX notifies CAI prior to the actual vote that it objects to CAI's proposed vote, CAI shall exercise the proxy as indicated in the notice. In the event CAI exercises the proxy granted hereunder other than at the express direction of BANX, CAI shall defend, indemnify and hold harmless each Indemnitee (as hereinafter defined) from and against any and all Claims (as hereinafter defined) arising out of, in connection with or as a result of exercise of the proxy. (c) Upon the consummation of a purchase by CAI or its designee in accordance with the provisions of Section 1 hereof, BANX and its partners will transfer to CAI, for no additional consideration, the shares of CS common stock conveyed to them pursuant to the CS Consent. CAI shall pay any and all taxes (other than income tax) or other costs and expenses payable to third parties as a result of such transfer. Section 5. Modification of Covenants. The covenants of ------------------------- CAI in the Securities Purchase Agreement and in the Purchased Securities shall be modified (i) to permit the Company to sell, transfer or otherwise dispose of assets having a fair market value not in excess of $2,000,000 in any one transaction or series of related transactions from time to time to the extent permitted under the terms of the Indenture governing CAI's 12-1/4% Senior Notes due 2002 as in effect on the date of this Agreement and (ii) to suspend during the term of the suspension of the BR Agreement pursuant to Section 3 hereof the right of BANX and its affiliates to approve of the Business Plan of CAI and the following covenants in the Stage II Warrants (and the corresponding provisions of the Stage I Warrants, the Term Notes and the Senior Preferred Stock): Section 7.8 (other than the last sentence thereof), 7.10(b), 7.19(d),, clause (iii) of 7.24 and 7.25. Actions taken by CAI during the one-year period which would otherwise have required consent under the suspended covenants shall not be deemed to be a breach of such covenants following the termination of such suspension; but only to the extent of actions completed or transactions consummated as of the end of the suspension period, provided, however, that CAI may continue to take actions, ministerial or administrative in nature, required of CAI subsequent to the one- year period in furtherance of the actions taken by CAI during the one- year period, which actions shall not be deemed to be a breach of such covenants following the termination of the suspension period. Section 6. Removal of Equipment. Until the expiration -------------------- of the options under the BR Agreement with respect to the Virginia Beach and Boston markets, the Company will maintain the transmission systems in Virginia Beach and Boston intact and will not, unless consented to in writing by NYNEX MMDS or MMDS Holdings, as applicable, sell, transfer or otherwise dispose of or remove from the site any of the fixed assets or equipment located at or utilized in the transmission systems in Virginia Beach or Boston, provided that CAI may remove and utilize for other purposes (i) booster transmitters and associated equipment in Boston, other than any equipment located at or used for the main transmitter and associated systems at One Financial in Boston and (ii) booster transmitters and associated equipment in Virginia Beach, other than equipment used at the Virginia Beach main transmitter. Section 7. Cooperation. The parties shall provide ----------- reasonable cooperation to each other in connection with facilitating the sale of the Purchased Securities; provided, however, that such -------- ------- cooperation shall not require the parties to make any representations, warranties or statements or incur any obligations other than those set forth in Section 1. Section 8. FCC Matters. For a period of one year from ----------- the date hereof, each of BANX and its affiliates party hereto agrees that it shall not oppose any FCC filing or application by CAI solely for the purpose of: (i) transferring any of its MMDS, MDS or ITFS leases or licenses; or (ii) modifying its authority to use such spectrum for uses other than that permitted under existing law or regulations, provided, however, that BANX and its affiliates party -------- ------- hereto will not be restricted from opposing any application or filing described in clause (ii) where such application or filing, if granted, could reasonably be expected to have the effect of restricting the conduct of their business. Nothing in this Agreement shall have the effect of limiting the ability of BANX and its affiliates to respond to any communication to the FCC which they determine makes false, misleading and/or negative reference (directly or indirectly) to BANX or any of its affiliates. Section 9. Publicity. The parties will make reasonable --------- efforts to consult with each other prior to the issuance of a press release regarding this Agreement. Following the dissemination of an initial press release, the parties' obligations with respect to the disclosure of the details of this Agreement shall be governed by the applicable provisions of the agreements which this Agreement modifies. Section 10. No Waiver. Failure by either party to insist --------- on strict performance or observance of any provision of this Agreement or to exercise any right or remedy shall not be construed as a waiver of any right or remedy with respect to any existing or subsequent breach or default. This Agreement shall not constitute a waiver, compromise or relinquishment of any claims relating to the BR Agreement or the documentation governing the Purchased Securities. Section 11. Representations and Warranties. Each party ------------------------------ hereto represents and warrants to the other party that (a) such party has all requisite legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) the execution, delivery and performance hereof has been duly authorized by all requisite corporate action on the part of such party, including with respect to the Company by express Board of Directors authorization, and (c) this Agreement (i) has been duly executed and delivered by such party and (ii) subject to the due execution and delivery of this Agreement by the other party hereto, this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or other laws affecting creditors' rights generally and subject further to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Notwithstanding anything to the contrary herein, the effectiveness of Section 1 hereof shall be contingent on the approval of this Agreement to the extent required by the Boards of Directors of Bell Atlantic Corporation and NYNEX Corporation, which if required BANX and its affiliates agree to seek promptly following the date hereof. Section 12. Effect on Agreements. The provisions of this -------------------- Agreement shall be narrowly construed in accordance with the express provisions hereof and except as expressly amended or modified herein, the Stock Purchase Agreement, the Purchased Securities and the BR Agreement and each of the provisions thereof shall remain in full force and effect in accordance with their respective terms. Section 13. Miscellaneous. ------------- (a) Entire Agreement. This Agreement constitutes the ---------------- entire agreement between the parties with respect to the subject matter hereof and supersedes any and all previous agreements, representations and understandings between the parties hereto with respect to such matters whether oral or in writing. (b) Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the law of the State of New York. (c) Severability. The invalidity or unenforceability of ------------ any provision of this Agreement shall not affect the validly or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect. (d) No Third Party Beneficiaries. This Agreement shall be ---------------------------- binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person not party to this Agreement. (e) Amendments. This Agreement may be amended, ---------- supplemented or modified, and any provision hereof may be waived, only pursuant to a written instrument making specific reference to this Agreement signed by each of the parties hereto. (f) Counterparts. This Agreement may be executed in any ------------ number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 13. Expenses and Indemnification. Without ---------------------------- limitation to Section 7.1 and 7.2 of the Securities Purchase Agreement: (i) each party will pay its own costs and expenses (including reasonable fees, charges and disbursements of counsel) incurred in connection with the preparation, negotiation and execution of this Agreement; and (ii) the Company agrees to indemnify BANX and its affiliates and their respective directors, officers, employees and agents (each such Person being an "Indemnitee") against, and to hold each ---------- Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related costs and expenses (collectively, "Claims"), including counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way in connection with, or as a result of (i) the execution, delivery or performance of this Agreement or of any document contemplated hereby or the consummation of any of the transactions contemplated hereby, (ii) any exercise by any Indemnitee of its rights and remedies hereunder, or (iii) any claim litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided, however, that such indemnity shall not, as to -------- ------- any Indemnitee, apply to any such losses, claims, damages, liabilities, penalties or related costs and expenses or portion thereof arising exclusively from the material breach, gross negligence or wilful misconduct of such Indemnitee, or from any act or failure to act of an Indemnitee under any other agreement or legal obligation of such Indemnitee where the Indemnitee was under a legal obligation to act or abstain from acting, in any such case, as determined by final order of a court of competent jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement through their duly authorized representatives on the day and year first above written. CAI WIRELESS SYSTEMS, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: ROCHESTER CHOICE TELEVISION, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: HAMPTON ROADS WIRELESS, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: EASTERN NEW ENGLAND TV, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: CONNECTICUT CHOICE TELEVISION, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: COMMONWEALTH CHOICE TELEVISION, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: ATLANTIC MICROSYSTEMS, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: HOUSATONIC WIRELESS, INC. SYSTEMS, INC., d/b/a CAPITAL CHOICE TELEVISION By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: NISAKAYUNA ASSOCIATES, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: ONTEO ASSOCIATES, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: NEW YORK CHOICE TELEVISION, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: CAI TRANSACTIONS P, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: CAI TRANSACTIONS W, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: CAI VA TRANSACTIONS, INC. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: CAI CT HOLDINGS CORP. By:/s/ John J. Prisco --------------------------- Name: John J. Prisco Title: BANX PARTNERSHIP By: MMDS Holdings Inc. By:/s/ Philip Marx ---------------------- Name: Philip Marx Title: Assistant Secretary By: NYNEX MMDS Company By:/s/ Steven Fadem ---------------------- Name: Steven Fadem Title: Vice President MMDS HOLDINGS INC. By:/s/ Philip Marx --------------------------- Name: Philip Marx Title: Assistant Secretary MMDS HOLDINGS II INC. By:/s/ Philip Marx -------------------------------- Name: Philip Marx Title: Assistant Secretary NYNEX MMDS COMPANY By:/s/ Steven Fadem -------------------------------- Name: Steven Fadem Title: Vice President NYNEX MMDS HOLDING COMPANY By:/s/ Steven Fadem -------------------------------- Name: Steven Fadem Title: Vice President NYFS08...:\60\34460\0029\209\AGR1217Z.500 EX-2 3 JOINT PRESS RELEASE December 13, 1996, Friday Joint News Release Bell Atlantic, NYNEX, CAI Wireless Systems Suspend Business Agreement For One Year; CAI Provided with Option to Repurchase Bell Atlantic, NYNEX Investment in CAI Securities; Changing Market Conditions, Full Service Network Buildouts Lead to Re-Evaluation Of Plans for Digital Wireless Video Strategy Bell Atlantic (NYSE: BEL), NYNEX (NYSE: NYN) and CAI Wireless Systems, Inc. (Nasdaq: CAWS) are suspending a 1995 business agreement for one year and providing CAI with the option to repurchase a $100 million investment in CAI securities made by Bell Atlantic and NYNEX Under a new agreement signed yesterday, the way has been cleared for CAI to develop a more flexible approach to the use of its MMDS spectrum, including the provision of video, voice and data services in Northeast and mid-Atlantic markets. Bell Atlantic and NYNEX said they were re-evaluating their decision to use CAI's MMDS (Multichannel Multipoint Distribution Service) transport systems as an early-to-market video strategy due to a number of factors, including changing market conditions for entertainment services, the technical availability of fiber-based Full Service Networks and CAI's desire to expand its use of spectrum beyond video transport. As a result, the companies have re-negotiated a 1995 agreement to develop and deploy wireless video networks and have also suspended plans to jointly launch wireless video services in Hampton Roads, Va., and Boston, Mass., in 1997. Under the terms of the agreement announced today, CAI will be given an option for up to one year to purchase Bell Atlantic and NYNEX'S interest in the company. The agreement also enables CAI to expand the markets in which it may seek FCC approval for mixed use of MMDS spectrum. Bell Atlantic and NYNEX added that they continue to view the marketplace for broadband services such as video and high speed data connectivity over the Full Service Network as an attractive long term growth strategy. Therefore, they are still evaluating a variety of delivery systems for video and entertainment services. Bell Atlantic is currently providing video programming over its fiber network in Toms River, N.J., and recently announced deployment plans to deploy switched digital video in the Philadelphia market. NYNEX also has selected switched digital technology as part of the company's plan to deliver the next generation of network technology to its customers. In October, NYNEX signed a multi-year agreement with General Instrument that includes one million lines of transport electronics to be deployed in metropolitan Boston and New York City areas, as well as parts of Long Island and Westchester County, N.Y. The first installation of this new technology, initially for voice applications, will began in metropolitan Boston early next year. "CAI is anxious to test the versatility of its considerable MMDS spectrum in new endeavors that combine video, voice and data transmission," said Jared E. Abbruzzese, chairman and CEO of CAI. "We have learned much from building digital wireless systems during this trial. We appreciate that they have given us the opportunity to charter a different destiny for our company, and we hope to aggressively press the regulatory envelope for full flexible use of MMDS spectrum." CAI has been exploring mixed use of MMDS spectrum in markets not covered by the original agreement with Bell Atlantic and NYNEX, such as Rochester, N.Y., where the FCC has granted the company authority for a market trial with 500 users. The company has also requested FCC approval for a two-way flexible-use MMDS trial in Hartford, Conn. Through CS Wireless Systems, Inc., CAI's majority-owned joint venture with Heartland Wireless Communications, Inc., the company plans in 1997 to roll out a high speed Internet access service combined with digital subscription television service in Dallas. Bell Atlantic Corporation is at the forefront of the new communications, entertainment and information industry. In the mid- Atlantic region, the company is the premier provider of local telecommunications and advanced services. Globally, it is one of the largest investors in the high-growth wireless communication marketplace. Bell Atlantic also owns a substantial interest in Telecom Corporation of New Zealand and is actively developing high- growth national and international business opportunities in all phases of the industry. INTERNET USERS: Bell Atlantic news releases, executive speeches, news media contacts and other useful information are available on Bell Atlantic's media relations World Wide Web site (http://www.ba.com), or by gopher (gopher://ba.com). To receive news releases via e-mail send a message to lists bell-atl.com. NYNEX is a global communications and media corporation that provides a full range of services in the northeastern United States and high growth markets around the world, including the United Kingdom, Thailand, Gibraltar, Greece, Indonesia, the Philippines, Poland, Slovakia and the Czech Republic. The corporation is a leader in telecommunications, wireless communications, directory publishing and video and entertainment services. NYNEX is also managing sponsor of FLAG -- Fiberoptic Link Around the Globe -- the world's longest undersea fiber optic communications cable. NYNEX news releases are now available on the Internet at http://www.nynex.com. You can also receive fax copies of recent NYNEX news releases free of charge, 24 hours a day. Call 1- 800-331-1214, and follow the automated system instructions. CAI, based in Albany, N.Y., operates analog-based wireless systems in New York City, Rochester and Albany, Philadelphia, Washington, D.C., and Norfolk/Virginia Beach, Va., and has a portfolio of wireless cable channel rights in eight additional markets, including Long Island, Buffalo and Syracuse, N.Y., Providence, R.I., Hartford, Conn., Boston, Baltimore and Pittsburgh. CAI is also conducting market trials of wireless Internet access service in its Rochester market and has been granted authority to test such service in New York City. In addition, CAI owns approximately 52 per cent of CS Wireless Systems, Inc., which is jointly owned by Heartland Wireless Communications, Inc. CS Wireless has, on a pro forma basis for announced transactions, approximately 7.2 million line-of-sight (LOS) households and 77,550 subscribers in 17 markets located primarily in the Midwest and the Southwest regions of the United States. SOURCE Bell Atlantic Corporation CONTACT: Brian R. Wood of Bell Atlantic Enterprises, 215-963-6204, or e-mail, brian.r.wood bell-atl.com, or Larry Plumb of Bell Atlantic Video Services, 703-708-4360, or e-mail, lawrence.d.plumb bell-atl.com; or Maureen Flanagan, 212-395- 3519, or e-mail, notes.mflanaga nynex.com, or Jack Hoey, 617-743-4760, or e-mail, notes.jhoey nynex.com, both of NYNEX, or James P. Ashman of CAI Wireless Systems, 5l8-462-2632. December 13, 1996, Friday PHF004, "Joint News Release: Bell Atlantic, NYNEX, CAI Wireless Systems Suspend Business Agreement For One Year," moved earlier today, we are advised that the CONTACT phone numbers for the NYNEX contacts should read: "Maureen Flanagan, 212-395-0500, or e- mail, notes.mflanaga nynex.com, or Jack Hoey, 617-743-3677, or e-mail, notes.jhoeynynex.com, both of NYNEX;" rather than "Maureen Flanagan, 212-395-3519, or e-mail, notes.mflanaga nynex.com, or Jack Hoey, 617- 743-4760, or e-mail, notes.jhoey nynex.com, both of NYNEX;" as originally issued (correcting only their telephone numbers). December 13, 1996, Friday PHF004 "Joint News Release: Bell Atlantic, NYNEX, CAI Wireless Systems Suspend Business Agreement For One Year," moved earlier today, was an incorrect version transmitted by PR Newswire. The 7th graph, 2nd line should read "plans to deploy" rather than "deployment plans to deploy." The 11th graph should be deleted entirely. The last paragraph, 1st sentence should be deleted. The last paragraph, 6th line should read "approximately 6.2 million line-of-sight" rather than "7.2 million." NYFS10...:\86\65886\0021\1708\OUT1237D.510 EX-4 4 JOINT FILING LETTER AGREEMENT JOINT FILING LETTER AGREEMENT ----------------------------- Pursuant to Rule 13d-1(f)(1) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing of a single Schedule 13D statement on their behalf and to the joint filing of any single amended Schedule 13D statements thereto. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Signature Dated as of: --------- ------------ NYNEX CORPORATION /s/ Darlene D. Kleiner ------------------------------- Name: Darlene D. Kleiner Title: Assistant Secretary March 29, 1995 BELL ATLANTIC CORPORATION /s/ P. Alan Bulliner -------------------------------- Name: P. Alan Bulliner Title: V.P.-Corp. Secy & Counsel March 29, 1995 NYNEX MMDS HOLDING COMPANY /s/ Darlene D. Kleiner ------------------------------- Name: Darlene D. Kleiner Title: Secretary March 29, 1995 MMDS HOLDINGS II, INC. /s/ Michelle A. Arrington ------------------------------- Name: Michelle A. Arrington Title: Secretary March 29, 1995 BANX PARTNERSHIP By: NYNEX MMDS Holding Company, as General Partner /s/ Darlene D. Kleiner ------------------------------- Name: Darlene D. Kleiner Title: Secretary March 29, 1995 NYFS10...:\86\65886\0021\1708\LTR1227V.270 -----END PRIVACY-ENHANCED MESSAGE-----