UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CAI WIRELESS SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
12476P104
(CUSIP Number)
A. Louise Turilli, Esq.
Day, Berry & Howard, CityPlace I, Hartford, Connecticut 01603-3499
(860-275-0178)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 29, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. *(A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of the five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 ("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).
Page 1 of 11 Pages
<PAGE>
CUSIP No. 12476P104 Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jared E. Abbruzzese
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
832,300
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,524,300
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 832,300
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,524,300
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,356,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
14. TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hope E. Carter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
200,065
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,524,300
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 200,065
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,524,300
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,724,365
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14. TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 4 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph H. Abbruzzese
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
46,300
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,504,300
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 46,300
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,504,300
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14. TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 5 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Corotoman Company, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
0
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,504,300
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,504,300
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,504,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14. TYPE OF REPORTING PERSON*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 6 of ll Pages
AMENDMENT NO. 4 TO
SCHEDULE 13D
The undersigned reporting persons (the "reporting persons") hereby
amend and restate, as required by Regulation 13d-2(c), their Statement on
Schedule 13D, dated January 17, 1994 (the "Schedule 13D"), as amended by
Amendment No. 1 to the Schedule 13D dated as of March 29, 1995, Amendment
No. 2 to the Schedule 13D dated as of January 2, 1996, and Amendment No. 3
to the Schedule 13D dated as of June 10, 1996, relating to the common
stock, no par value per share (the "Common Stock"), of CAI Wireless
Systems, Inc. (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
The reporting persons hereby set forth this Amendment No. 4 to the
Schedule 13D with respect to the Common Stock of the Issuer, a Connecticut
corporation (the "Issuer"), whose principal executive office is located at
18 Corporate Woods Boulevard, Third Floor, Albany, New York 12211.
ITEM 2. IDENTITY AND BACKGROUND.
Mr. Jared E. Abbruzzese, a citizen of the United States of America,
is and has been the Chairman and Chief Executive Officer and a Director of
the Issuer since its formation in 1991. The address of the principal
executive office of the Issuer is set forth in Item 1.
Mrs. Hope E. Carter, a citizen of the United States of America, is an
investor who resides at 492 Mariomi Road, New Canaan, Connecticut 06940,
and is the aunt of Jared E. Abbruzzese.
Mr. Joseph H. Abbruzzese, a citizen of the United States of America,
is an investor and restauranteur whose business address is 180 Madison
Avenue, Albany, New York 12207, and is the brother of Jared E. Abbruzzese.
The Corotoman Company, L.L.C., a Delaware limited liability company
("Corotoman"), with its executive office located at 18 Corporate Woods
Boulevard, Third Floor, Albany, New York 12211, was formed for the purpose
of investing family assets, including the holding of shares of Common
Stock. Jared E. Abbruzzese and Mrs. Carter and Joseph H. Abbruzzese own
46.5%, 46.5% and 4%, respectively, of the outstanding membership interests
of Corotoman. Those individuals are the sole directors of Corotoman. The
Irrevocable Trust for the Descendants of Hope E. Carter and the Jared E.
and Sherrie G. Abbruzzese Trust own 1.5% and 1.5%, respectively, of the
outstanding membership interests of Corotoman.
None of the reporting persons hereto or any of the executive officers
or directors of Corotoman, during the past five years, have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or have been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or have been found to have
violated said securities laws.
<PAGE>
CUSIP No. 12476P104 Page 7 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Based on an ongoing evaluation of the business, prospects and
financial condition of the Issuer, the market for, and price of, the Common
Stock, other investment opportunities available to each of the reporting
persons, offers for the reporting persons' shares of Common Stock, general
economic conditions and other future developments, the reporting persons or
any one of them may seek to sell or gift additional shares of Common Stock.
Additionally, sales of shares of Common Stock may be effected by the
reporting persons for the purpose of generating proceeds to satisfy
obligations under certain margin arrangements maintained by certain
reporting persons at brokerage firms. Other than as set described above,
as of the date hereof, none of the reporting persons has any plans or
proposals that relate to or would result in any of the actions listed in
subparagraphs (a) through (j) of the instructions to Item 4 of Schedule
13D, with respect to the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, each of the reporting persons
respectively owns beneficially the number of shares of Common Stock and the
percentage of the shares of Common Stock outstanding (40,384,787 as of
September 30, 1996, the date of the most recently available filing with the
Securities and Exchange Commission by the Issuer) that are set forth
opposite such reporting person's name below:
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK PERCENTAGE
<S> <C> <C>
The Corotoman Company, L.L.C.: 5,504,300 13.6%
Mrs. Hope E. Carter
Individually: 200,065 *
As a director of The Corotoman Foundation,
Inc. (the "Foundation"): 20,000 *
As a director of Corotoman: 5,504,300 13.6%
Total Ownership: 5,724,300 14.2%
Mr. Joseph H. Abbruzzese
Individually: 46,300 *
As a director of Corotoman: 5,504,300 13.6%
Total Ownership: 5,550,600 13.7%
</TABLE>
_______________________
* Less than 1%.
<PAGE>
CUSIP No. 12476P104 Page 8 of ll Pages
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK PERCENTAGE
<S> <C> <C>
Mr. Jared E. Abbruzzese
Individually(1): 603,300 1.5%
As a director of the Foundation: 20,000 *
As a director of Corotoman: 5,504,300 13.6%
By family members: 229,000 *
Total Ownership: 6,356,600 15.7%
All of the reporting persons together
Total Ownership: 6,602,965 16.3%
</TABLE>
_______________________
(1) Includes 225,000 shares issuable upon the exercise of options granted
under the Issuer's 1995 Incentive Stock Plan exercisable currently or within 60
days of the date hereof.
* Less than 1%.
<PAGE>
CUSIP No. 12476P104 Page 9 of 11 Pages
(b) Each of the reporting persons has the following power to vote,
direct the voting of, dispose of, or direct the disposition of, shares of
Common Stock:
(i) Number of shares of Common Stock as to which the reporting
person has the sole power to vote, direct the voting of, dispose of,
or direct the disposition of:
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK
<S> <C>
The Corotoman Company, L.L.C.: 0
Mrs. Hope E. Carter: 200,065
Mr. Joseph H. Abbruzzese: 46,300
Mr. Jared E. Abbruzzese
Individually(1): 603,300
Shares held by family members: 229,000
Total: 1,078,665
</TABLE>
_______________________
(1) Includes 225,000 shares issuable upon the exercise of options
granted under the Issuer's 1995 Incentive Stock Plan exercisable
currently or within 60 days of the date hereof.
(ii) Number of shares of Common Stock as to which the reporting
person has the shared power to vote, direct the voting of, dispose
of, or direct the disposition of:
<TABLE>
<CAPTION>
Shares of
NAME COMMON STOCK
<S> <C>
The Corotoman Company, L.L.C.: 5,504,300
Mrs. Hope E. Carter
As a director of Corotoman: 5,504,300
As a director of the Foundation: 20,000
Total: 5,524,300
Mr. Joseph H. Abbruzzese
As a director of Corotoman: 5,504,300
Mr. Jared E. Abbruzzese
As a director of Corotoman: 5,504,300
As a director of the Foundation: 20,000
Total: 5,524,300
</TABLE>
<PAGE>
CUSIP No. 12476P104 Page 10 of 11 Pages
(c) Besides the following transactions, no transactions by the
reporting persons have occurred during the past sixty (60) days.
<TABLE>
<CAPTION>
Price No. of Where and How
DATE CHARACTER OF TRANSACTION per SHARE SHARES TRANSACTION WAS EFFECTED
<S> <C> <C> <C> <C>
10/4/96 Disposition by Corotoman $5.0000 205,000 Open Market*
10/7/96 Disposition by Corotoman $4.6250 15,000 Open Market*
10/7/96 Disposition by Corotoman $4.5000 10,000 Open Market*
10/10/96 Disposition by Corotoman $5.0000 1,200 Open Market*
10/11/96 Disposition by Corotoman $5.0000 10,000 Open Market*
10/17/96 Disposition by Corotoman $4.5000 23,000 Open Market*
10/18/96 Disposition by Corotoman $4.6250 22,800 Open Market*
10/22/96 Disposition by Corotoman $4.2500 12,000 Open Market*
10/22/96 Disposition by Corotoman $4.1250 13,000 Open Market*
10/29/96 Disposition by Corotoman $3.8750 50,000 Open Market*
10/29/96 Disposition by Corotoman $3.9375 10,000 Open Market*
10/30/96 Disposition by Corotoman $3.6875 4,600 Open Market*
11/1/96 Disposition by Corotoman $3.5000 30,000 Open Market*
11/1/96 Disposition by Corotoman $3.3750 30,000 Open Market*
11/5/96 Disposition by J.E. $3.3750 25,000 Open Market
Abbruzzese
11/5/96 Disposition by J.E. $3.4375 25,000 Open Market
Abbruzzese
</TABLE>
_______________________
* Pursuant to an effective Registration Statement on Form S-3.
(d) Relatives of Jared E. Abbruzzese have the right to receive and
the power to direct the receipt of dividends from, and the proceeds from
the sale of, an aggregate of 229,000 shares of Common Stock which Jared E.
Abbruzzese had gifted to such relatives, but over which Jared E. Abbruzzese
retains voting control. Such interests do not relate , individually or in
the aggregate, to more than five percent (5%) of the outstanding Common
Stock as of November 1, 1996.
(b) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
<PAGE>
CUSIP No. 12476P104 Page 11 of 11 Pages
SIGNATURES
After reasonable 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.
Date: November 13, 1996 /s/ Hope E. Carter
Date: November 13, 1996 /s/ Joseph H. Abbruzzese
Date: November 13, 1996 /s/ Jared E. Abbruzzese
Date: November 13, 1996 The Corotoman Company, L.L.C.
By: /s/ Jared E. Abbruzzese
President
