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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )**
CAI Wireless Systems, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
12476P20
- --------------
(CUSIP NUMBER)
March 31, 1999
- -------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
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 in 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 (the "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).
**This Amendment No.2 is hereby filed to amend positions reported incorrectly
on Amendment No.1 originally filed on April 9, 1999.
<PAGE>
Page 2 of 8 Pages
CUSIP NO. 12476P20 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Princeton Services, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
8,433,334
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
8,433,334
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,433,334 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
14. 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)
<PAGE>
Page 3 of 8 Pages
CUSIP NO. 12476P20 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Asset Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
8,282,425
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
8,282,425
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,282,425
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.0%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
14. 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)
<PAGE>
Page 4 of 8 Pages
CUSIP NO. 12476P20 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Global Allocation Fund, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
8,143,458
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
8,143,458
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,143,458
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
47.2%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILING OUT!
14. 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)
<PAGE>
Page 5 of 8 Pages
SCHEDULE 13G
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.
3rd Floor
Albany, NY 12211
ITEM 2 (a) Name of Persons Filing:
---------------------
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Global Allocation Fund, Inc.
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
Princeton Services, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Global Allocation Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
<PAGE>
Page 6 of 8 Pages
ITEM 3
Princeton Services, Inc. ("PSI") is a parent holding company in
accordance with (S) 240.13d-1(b)(ii)(G) of the 1934 Act. Merrill Lynch
Asset Management, L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM")
is an investment adviser registered under (S) 203 of the Investment
Advisers Act of 1940 (the "Advisers Act"). Merrill Lynch Global Allocation
Fund, Inc. (the "Fund") is an investment company registered under Section 8
of the Investment Company Act of 1940 (the "Investment Company Act").
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of the Cover Pages
(iii) sole power to dispose of or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose of or direct the disposition of:
See Item 8 of Cover Pages
ITEM 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not Applicable
<PAGE>
Page 7 of 8 Pages
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
MLAM is an investment adviser registered under Section 203
Of the advisers act and acts as an investment adviser to
Investment companies register under Section 8 of the
Investment Company Act and private accounts. With
Respect to securities held by those investment companies
And private accounts, several persons have the right to
Receive, or the power to direct the receipt of dividends
From or the proceeds from the sale of such securities.
The Fund a reporting person on this Schedule 13G for which
MLAM serves as investment adviser as an interest that relates
To more than 5% of the class of securities reported herein.
No other person has an interest that relates to more than
5% of the class of securities reported herein.
ITEM 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding Company.
---------------------------------------------------------------------
PSI is a corporate managing general partner of Fund Asset Management, L.P.
and Merrill Lynch Asset Management, L.P., each of which is a registered
investment adviser under Section 203 of the Advisers Act.
ITEM 8 Identification and Classification of Members of the Group.
----------------------------------------------------------
Not Applicable
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
their knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and
are not held for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
<PAGE>
Page 8 of 8 Pages
Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: April 12, 1999
Princeton Services, Inc.
/s/ Ira P. Shapiro
- -----------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact*
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Ira P. Shapiro
- -------------------------
Name: Ira P. Shapiro
Title Attorney-In-Fact**
Merrill Lynch Global Allocation Fund, Inc.
/s/ Ira P. Shapiro
- --------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact***
- ------------------------------------
*Signed pursuant to a power of attorney, dated January 26, 1998, included
as an exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc., on February 14, 1998 with respect
to LTX Corporation.
**Signed pursuant to a power of attorney, dated January 26, 1998, included
as an exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc., on February 14, 1998 with respect
to Lattice SemiConductor Corp.
***Signed pursuant to a power of attorney, dated November 12, 1998, included
as an exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc., on November 12, 1998 with respect
to CAI Wireless Systems, Inc.
