As filed with the Securities and Exchange Commission on July 27, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
to
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)
CAI Wireless Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12476P 20 3
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(CUSIP Number)
Charles T. Cannada
Senior Vice President, Corporate Development
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
(601) 460-5600
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(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 27, 1999 (See Items 3 through 5 herein)
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(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 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 7 Pages)
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CUSIP No. 12476P 203 Amendment No. 3 to Schedule 13D Page 2 of 7 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MCI WORLDCOM, Inc. 58-1521612
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS*
WC, BK
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 SOLE VOTING POWER 10,684,140 (See Item 5)
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 10,684,140 (See Item 5)
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,684,140 (See Item 5)
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.0%
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14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 12476P 203 Amendment No. 3 to Schedule 13D Page 3 of 7 Pages
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Preliminary Statement:
This Amendment No. 3 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 and Amendment No. 2 filed on July 9, 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, Amendment No. 1 or Amendment
No. 2.
Except as specifically provided herein, this Amendment No. 3 does not
modify any of the information previously reported on the Schedule 13D. This
Amendment No. 3 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 replacing the last two
sentences of the last paragraph originally added by Amendment No. 2 with the
following sentences:
As of July 27, 1999, the Purchaser used an aggregate amount of its
available funds totaling $3,603,612.50 to make the open market purchases through
that date as 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 two
paragraphs to the end of Item 4:
Notwithstanding the foregoing, MCI WorldCom expects to exercise its
rights as a shareholder of CAI and submit proposals to shareholders of CAI
to (1) remove the current board of directors, (2) amend the Bylaws of CAI
to, among other things, provide for a board of directors consisting of two
members, as set forth in Appendix A, and (3) elect two or more of its own
nominees. Information concerning the two expected nominees is contained in
Appendix B. The proposals are expected to be submitted to shareholders at a
special meeting, which may be the same meeting CAI is required to call for
shareholders to consider and vote upon the merger with a wholly-owned
subsidiary of MCI WorldCom. In the event the merger is not approved by
shareholders, MCI WorldCom expects to review its alternatives with respect
to CAI, which may include, among other things, resubmitting the proposed
merger between CAI and a wholly owned subsidiary of MCI WorldCom, and/or
submitting a merger agreement on different terms between CAI and MCI
WorldCom or one of its subsidiaries.
MCI WorldCom may also explore other forms of transactions with CAI or
its subsidiaries, which may include stock sales, as described below,
commercial transactions, or other types of transactions. CAI has previously
reported that it believes it has sufficient cash to fund its capital
requirements through November 1999 and that, if the merger is not approved,
CAI would not have sufficient cash to implement its business plan. In view
of CAI's liquidity needs, MCI WorldCom may propose to CAI that MCI WorldCom
invest additional capital in CAI in exchange for additional CAI shares of
capital stock. These additional shares, if so acquired, might result in MCI
WorldCom's ownership of an aggregate number of shares that would be
sufficient to approve the merger. Further, MCI WorldCom plans to review the
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CUSIP No. 12476P 203 Amendment No. 3 to Schedule 13D Page 4 of 7 Pages
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businesses of CAI and make such changes as it deems appropriate at the
time, which could include causing CAI to enter into commercial
transactions, joint ventures, asset sales or other possible transactions.
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 10,684,140 Shares of CAI, representing approximately 62.0% 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 purchase on the open market through a broker 41,000
additional Shares at a purchase price of 27.925 per Share for an aggregate cost
of $1,144,925.00, which includes a broker fee. On July 12, 1999, MCI WorldCom
purchased on the open market through a broker 1,500 additional Shares at a
purchase price of $27.925 per Share for an aggregate cost of $41,887.50, which
includes a broker fee. On July 13, 1999, MCI WorldCom purchased on the open
market through a broker 2,500 additional Shares at a purchase price of $27.925
per Share for an aggregate cost of $69,812.50, which includes a broker fee.
Additionally, on July 9, 1999, as described in Items 4 and 6 of Amendment
No. 1, 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.
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CUSIP No. 12476P 203 Amendment No. 3 to Schedule 13D Page 5 of 7 Pages
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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 27, 1999
MCI WORLDCOM, Inc.
By: /s/ Charles T. Cannada
--------------------------------
Name: Charles T. Cannada
Title: Senior Vice President,
Corporate Development
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CUSIP No. 12476P 203 Amendment No. 3 to Schedule 13D Page 6 of 7 Pages
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Appendix A
Amendment to Bylaws
MCI WorldCom proposes that Article IV, Section 1 of the Bylaws be replaced
in its entirety with the following:
Section 1. Number, Election and Term of Directors. Upon adoption of this
Section 1, the initial number of directors that shall constitute the full Board
of Directors shall be two. Thereafter, the number of directors that shall
constitute the full Board of Directors at any time shall be that number most
recently fixed by resolution of the Board of Directors, or shall be that number
of directors elected at the preceding Annual Meeting of Shareholders, plus the
number elected since such number, if any, to fill a vacancy created by an
increase in the size of the Board of Directors.
The term of the initial directors shall expire at the first shareholder's
meeting at which directors are elected. Thereafter, the terms of all other
directors shall expire at the next Annual Meeting of Shareholders following such
director's election. The term of a director elected to fill a vacancy expires at
the next shareholders' meeting at which directors are elected. Despite the
expiration of a director's term, the director shall continue to serve until the
director's successor is elected and qualifies or until there is a decrease in
the number of directors.
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CUSIP No. 12476P 203 Amendment No. 3 to Schedule 13D Page 7 of 7 Pages
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Appendix B
Information Concerning Certain Nominees to the CAI Board of Directors
Set forth below are the name, current business address and the present
principal occupation or employment and material occupations, positions, offices
or employment for the past five years of two of MCI WorldCom's nominees to the
CAI Board of Directors.
Present Principal Occupation and Material
Name and Business Address Positions Held During Past 5 years
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CHARLES T. CANNADA Mr. Cannada serves as Senior Vice President,
MCI WORLDCOM, Inc. Corporate Development of MCI WorldCom. Prior
500 Clinton Center Drive to assuming this position in January 1995, Mr.
Clinton, Mississippi 39056 Cannada served as Treasurer and Chief Financial
U.S.A. Officer of MCI WorldCom. He joined MCI WorldCom
in 1989. He is also a director of Nova
Corporation, since May 1998, and of WAM|NET,
Inc., since September 1998.
BERNARD J. EBBERS Mr. Ebbers has been President and Chief
MCI WORLDCOM, Inc. Executive Officer of MCI WorldCom since April
500 Clinton Center Drive 1985. Mr. Ebbers has served as a director of
Clinton, Mississippi 39056 MCI WorldCom since 1983.
U.S.A.
