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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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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 9, 1999 (See Items 3 - 6 herein)
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(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)
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CUSIP No. 12476P 20 3 Schedule 13D Page 2 of 6 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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NUMBER OF 7 SOLE VOTING POWER
SHARES
10,669,140 (See Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
10,669,140 (See Item 5)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,669,140 (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)
61.9%
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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 20 3 Schedule 13D Page 3 of 6 Pages
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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
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CUSIP No. 12476P 20 3 Schedule 13D Page 4 of 6 Pages
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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:
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CUSIP No. 12476P 20 3 Schedule 13D Page 5 of 6 Pages
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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.
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CUSIP No. 12476P 20 3 Schedule 13D Page 6 of 6 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 9, 1999
MCI WORLDCOM, Inc.
By: /s/ Charles T. Cannada
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Name: Charles T. Cannada
Title: Senior Vice President,
Corporate Development
