-----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, A1nj/503kV/KxQl//M8lLDvYLO/JXuiWo9OWQfSuVvLLKmIiCbzIgj43lrS41Ef0 ZhiciJPrR6XAOjyMs1Qefg== 0000950138-99-000123.txt : 19990712 0000950138-99-000123.hdr.sgml : 19990712 ACCESSION NUMBER: 0000950138-99-000123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990709 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 13D/A SEC ACT: SEC FILE NUMBER: 005-45035 FILM NUMBER: 99662272 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: MCI WORLDCOM INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC /GA/ DATE OF NAME CHANGE: 19970127 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2) CAI Wireless Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 12476P 20 3 - -------------------------------------------------------------------------------- (CUSIP Number) Charles T. Cannada Senior Vice President, Corporate Development MCI WORLDCOM, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056 (601) 460-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with copies to: P. Bruce Borghardt MCI WORLDCOM, Inc. 10777 Sunset Office Drive Suite 330 St. Louis, Missouri 63127 (314) 909-4100 July 9, 1999 (See Items 3 - 6 herein) - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] (Continued on following pages) (Page 1 of 4 Pages) ================================================================================ - --------------------- -------------------------- CUSIP No. 12476P 20 3 Schedule 13D Page 2 of 6 Pages - --------------------- -------------------------- - ------------ ------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MCI WORLDCOM, Inc. 58-1521612 - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, BK - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - ------------ ------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 10,669,140 (See Item 5) - ------------ ------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 - ------------ ------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,669,140 (See Item 5) - ------------ ------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,669,140 (See Item 5) - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% - ------------ ------------------------------------------------------------------- - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------ ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- -------------------------- CUSIP No. 12476P 20 3 Schedule 13D Page 3 of 6 Pages - --------------------- -------------------------- Preliminary Statement: This Amendment No. 2 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission by MCI WORLDCOM, Inc. ("MCI WorldCom") on June 9, 1999 (the "Schedule 13D"), as amended and supplemented by Amendment No. 1 filed on June 29, 1999, relating to the shares of common stock, par value $0.01 per share (the "Shares"), of CAI Wireless Systems, Inc. ("CAI"), a Connecticut corporation. The principal executive offices of CAI are located at 18 Corporate Woods Boulevard, Albany, New York 12211. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D or Amendment No. 1. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. This Amendment No. 2 speaks as of its date and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and supplemented by adding the following sentence succeeding the last sentence of the last paragraph: As of July 9, 1999, the Purchaser used an aggregate amount of its available funds totaling $2,346,987.50 to make the open market purchases described in Item 5 herein. The Purchaser may expend more funds in the future to make additional purchases. Item 4. Purpose of Transaction Item 4 is hereby amended and supplemented by adding the following paragraphs immediately succeeding the first paragraph: On July 6, 1999, the material conditions under the Second Agreement were satisfied. Specifically, the Federal Communications Commission ("FCC") approved the transfer of control of various licenses for wireless spectrum controlled by CAI to MCI WorldCom. CAI and MCI WorldCom jointly submitted transfer applications relating to multichannel multipoint distribution service and multichannel distribution service ("MMDS") channels, the wireless communications service ("WCS") channels and auxiliary point-to-point spectrum in connection with MCI WorldCom's pending acquisition of CAI common stock. The FCC granted the MMDS application with one condition. On June 30, 1999, the FCC announced that the condition had been fulfilled by CAI. The FCC unconditionally granted several auxiliary applications and issued special temporary authority ("STA") for MCI WorldCom to acquire control of CAI with respect to the WCS and certain other auxiliary spectrum applications. The STAs will remain in effect until the FCC processes and grants the applications to which they apply. Under FCC rules, interested parties may file a petition for reconsideration of any license grant at any time up to 30 days after public notice of the grant. The filing of a reconsideration petition does not stay the effectiveness of the grant, but would require the FCC to review its initial decision granting the application. To date, no parties have opposed the applications. Under the Merger Agreement, FCC approval must be obtained or made by a final order of the FCC, subject to MCI WorldCom's right to waive this condition. Final order means, among other things, that such approval is no longer subject to appeal, or a petition to reconsider. While the FCC - --------------------- -------------------------- CUSIP No. 12476P 20 3 Schedule 13D Page 4 of 6 Pages - --------------------- -------------------------- approvals permit MCI WorldCom to acquire additional Shares, the Merger Agreement condition has not yet been satisfied. On July 9, 1999, the Purchaser acquired from the Second Agreement Parties, among other securities already purchased from the Second Agreement Parties, 2,270,715 Shares. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and supplemented by replacing the current paragraphs (a) - (d) with the following: (a) and (b) Under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act, MCI WorldCom currently has beneficial ownership of 10,669,140 Shares of CAI, representing approximately 61.9% of the outstanding Shares, based upon the number of Shares outstanding as of June 21, 1999, as reported in CAI's Form 10-K for the fiscal year ended March 31, 1999. MCI WorldCom has sole voting and investment power over such Shares, provided that MCI WorldCom has agreed in the Merger Agreement to vote its Shares in favor of the Merger. (c) Except as set forth in this Item 5 or Items 4 and 6, to the best knowledge of Purchaser, it has, and no directors or executive officers of Purchaser and no other person described in Item 2 hereof has, beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Shares. On July 2, 1999, MCI WorldCom purchased on the open market through a broker 2,500 additional Shares at a purchase price of $27.675 per Share for an aggregate cost of $69,187.50, which includes a broker fee. On July 6, 1999, MCI WorldCom purchased on the open market through a broker 76,500 additional Shares at a purchase price of $27.95 per Share for an aggregate cost of $2,138,175.00, which includes a broker fee. On July 7, 1999, MCI WorldCom purchased on the open market through a broker 5,000 additional Shares at a purchase price of $27.925 per Share for an aggregate cost of $139,625.00, which includes a broker fee. On July 9, 1999, MCI WorldCom purchased on the open market through a broker 30,000 additional Shares at a purchase price of $27.925 per Share for an aggregate cost of $837,750.00, which includes a broker fee. Additionally, on July 9, 1999, as described in Items 4 and 6 hereof, MCI WorldCom acquired 2,270,715 Shares pursuant to the Second Agreement. In accordance with the Second Agreement, such Shares were purchased at a price less than the merger consideration of $28.00 per share. On June 4, 1999, as described in Items 4 and 6 of the original 13D, MCI WorldCom acquired 8,284,425 Shares pursuant to the First Agreement. In accordance with the First Agreement, such Shares were purchased at a price less than the merger consideration of $28.00 per share. (d) To the best knowledge of MCI WorldCom, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MCI WorldCom. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended and supplemented by adding the following sentence succeeding the last sentence of the second full paragraph and by replacing the last paragraph with the following paragraph: - --------------------- -------------------------- CUSIP No. 12476P 20 3 Schedule 13D Page 5 of 6 Pages - --------------------- -------------------------- On July 9, 1999, following the satisfaction of the material conditions as described in Item 4 herein, MCI WorldCom acquired the 2,270,715 Shares. MCI WorldCom holds $239,200,000 aggregate principal amount of unsecured 11.375% Senior Notes of CS due 2006 ("CS Senior Notes"), issued pursuant to an Indenture dated February 15, 1996 ("CS Indenture") between CS Wireless and State Street Bank and Trust Company, as trustee. - --------------------- -------------------------- CUSIP No. 12476P 20 3 Schedule 13D Page 6 of 6 Pages - --------------------- -------------------------- SIGNATURE After due 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. Dated: July 9, 1999 MCI WORLDCOM, Inc. By: /s/ Charles T. Cannada -------------------------------------- Name: Charles T. Cannada Title: Senior Vice President, Corporate Development -----END PRIVACY-ENHANCED MESSAGE-----