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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 29, 1995
ACS ENTERPRISES, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania 1-11584 23-1976138
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2510 Metropolitan Drive, Trevose, Pennsylvania 19053-6789
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (215) 396-9400
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ITEM 5. OTHER EVENTS
On September 29, 1995, ACS Enterprises, Inc. (the "Company"), pursuant
to an Agreement and Plan of Merger dated March 28, 1995, as amended, by and
among the Company, CAI Wireless Systems, Inc ("CAI") and CAI Transactions P,
Inc. (the "Merger Agreement") effected the transactions contemplated by the
Merger Agreement and became a wholly-owned subsidiary of CAI (the "Merger").
As a result of the Merger, each shareholder of the Company's Common
Stock will receive $3.50 in cash; plus 1.65 shares of CAI Common Stock in
exchange for each share of Common Stock of the Company held by such shareholder
prior to the Merger.
In connection with the Merger, trading on the Company's Common Stock
ceased at the close of business on September 28, 1995 and the Company de-listed
its Common Stock from the NASDAQ National Market. A copy of the joint press
release issued by the Company and CAI is attached hereto in the form of Exhibit
99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Joint Press Release issued by CAI Wireless Systems,
Inc. and ACS Enterprises, Inc. dated September 29,
1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACS ENTERPRISES, INC.
By: /s/ Alan Sonnenberg
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Alan Sonnenberg, President
Dated: October 5, 1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
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<S> <C>
99.1 Joint Press Release issued
by CAI Wireless Systems,
Inc. and ACS Enterprises,
Inc. dated September 29, 1995
</TABLE>
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September 29, 1995
CAI Wireless Systems, Inc. and ACS
Enterprises Inc. announce consummation of
pending merger; wireless cable acquisitions
in Baltimore, Pittsburgh and Washington,
D.C.; closing of CAI Senior Note offering;
and completion of previously announced
transactions with Bell Atlantic and NYNEX.
CAI Wireless Systems, Inc. ("CAI") and ACS Enterprises, Inc. ("ACS")
announced today the closing of the acquisition of ACS by CAI. Concurrently with
the closing of the ACS acquisition, CAI completed the acquisition of Eastern
Cable Networks of Washington, Inc. ("ECNW") certain wireless cable television
assets in Baltimore, Maryland and certain wireless cable assets in Pittsburgh,
Pennsylvania. As a result of all of the foregoing acquisitions, CAI will have
wireless cable systems or wireless channel rights in 17 markets encompassing
approximately 12.7 million line of sight households, as estimated by CAI, in
major markets primarily in the northeast and mid-atlantic regions of the United
States.
The CAI and ACS shareholders voted in favor of the ACS acquisition at
separate special meetings of shareholders on September 27, 1995. Under the
Agreement and Plan of Merger, as amended, relating to the ACS acquisition, each
ACS shareholder will receive for each ACS share held $3.50 in cash and 1.65
shares of CAI Common Stock.
The cash portion of the consideration to be paid to ACS shareholders
as well as the cash required for the ECNW, Baltimore and Pittsburgh acquisition
is being financed by a portion of the net proceeds from the offering of $275
million of CAI's 12 1/4% Senior Notes due 2002. The offering, which also closed
today, was a condition to the ACS acquisition.
In addition, concurrently with the closing of the acquisitions and the
Senior Notes offering, CAI completed the second stage of a two-stage
transaction with affiliates of Bell Atlantic Corporation and NYNEX Corporation,
including BANX Partnership ("BANX"). In the first stage, which took place on
May 9, 1995. BANX paid CAI $30 million in cash to purchase convertible Term
Notes and Warrants to purchase Voting Preferred Stock. In the second stage,
which closed today, BANX purchased from CAI for $70 million in cash, 7,000
shares of Senior Preferred Stock and Warrants to purchase Voting Preferred
Stock.
