UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CAI Wireless Systems, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
12476P104
(CUSIP Number)
M. Louise Turilli, Esq.,
Day, Berry & Howard, CityPlace I, Hartford, CT
01603-3499
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 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 and
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).
Continued on the following pages
PAGE 1 OF 14
EXHIBIT INDEX ON PAGE 12
<PAGE>
CUSIP No. 12476P104 Page 2 of 14 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 OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
924,300
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,986,900
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 695,300
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,986,900
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,911,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.14%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 3 of 14 pages
__________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hope 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 OF 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 5,986,900
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 200,065
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,986,900
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,186,965
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.35%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 4 of 14 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 OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
45,300
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,966,900
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 45,300
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,966,900
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,012,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.89%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 5 of 14 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*
5. CHECK BOX IF DISCLOSURE OF 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 5,966,900
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 5,966,900
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,966,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.77%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 12476P104 Page 6 of 14 pages
AMENDMENT NO. 3
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, and Amendment
No. 2 to the Schedule 13D, dated as of January 2, 1996, relating to the common
stock, no par value of CAI Wireless Systems, Inc.
ITEM 1. SECURITY OF THE ISSUER
The reporting persons hereby set forth this Amendment No. 3 to the
Schedule 13D with respect to the common stock, no par value (the "Common
Stock"), of CAI Wireless Systems, Inc., a Connecticut corporation ("CAI" or the
"Company") whose principal executive offices are located at 18 Corporate Woods
Blvd., Third, 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
Company, since its formation in 1991. The address of the principal executive
offices of the Company is set forth in Item 1.
Mrs. Hope Carter, a citizen of the United States of America, is an
investor who resides at 492 Mariomi Road, New Canaan, Connecticut 06840, and
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 the brother of Jared E. Abbruzzese.
The Corotoman Company, L.L.C., a Delaware limited liability company
("Corotoman"), with its executive offices at 18 Corporate Woods Blvd., 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 shares of Corotoman. Those individuals are the sole
directors of Corotoman. The Irrevocable Trust for the Descendants of
Hope Elliot Carter and the Jared and Sherrie G. Abbruzzese Trust own 1.5% and
1.5% of the outstanding shares of Corotoman, respectively.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
<PAGE>
CUSIP No. 12476P104 Page 7 of 14 pages
ITEM 4. PURPOSE OF TRANSACTION
Based on an ongoing evaluation of the business, prospects and financial
condition of the Company, 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 dispose by gift additional shares of Common Stock. Other than as
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)-(j) of the instructions to Item 4 of Schedule
13D with respect to the Company as 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 (37,829,482 as of April 1,
1996) that are set forth opposite his or her name below:
<TABLE>
<CAPTION>
Shares of
Name Common Stock Percentage
<S> <C> <C>
Corotoman 5,966,900 15.77%
Hope Carter
Individually: 200,065 0.52%
As a director of The Corotoman 20,000 0.05%
Foundation, Inc.
(the "Foundation"):
As a director of Corotoman: 5,966,900 15.77%
Total Ownership: 6,186,965 16.35%
Joseph H. Abbruzzese
Individually: 45,300 0.11%
As a director of Corotoman: 5,966,900 15.77%
Total Ownership: 6,012,200 15.89%
Jared E. Abbruzzese
Individually: 695,300{1} 1.82%
As a director of Corotoman: 5,966,900 15.77%
As a director of the Foundation: 20,000 0.05%
By family members: 229,000 0.60%
Total Ownership: 6,911,200 18.14%
All of the reporting persons together
Total Ownership: 7,156,565 18.79%
</TABLE>
**FOOTNOTES**
{1} Includes options to purchase 225,000 shares of Common Stock.
<PAGE>
CUSIP No. 12476P104 Page 8 of 14 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:
Shares of
Name Common Stock
Corotoman 0
Hope Carter 200,065
Joseph H. Abbruzzese 45,300
Jared E. Abbruzzese
Individually: 695,300
Shares held by family members: 229,000
Total: 924,300
(ii) Number of shares of Common Stock as to which the
reporting person has shared power to vote, direct the voting of,
dispose of, or direct the disposition of:
Shares of
Name Common Stock
Corotoman 5,966,900
Hope Carter
As a director of Corotoman: 5,966,900
As director of the Foundation: 20,000
Total: 5,986,900
Joseph H. Abbruzzese
As a director of Corotoman: 5,966,900
Jared E. Abbruzzese
As a director of Corotoman: 5,966,900
As a director of the Foundation: 20,000
Total: 5,986,900
<PAGE>
CUSIP No. 12476P104 Page 9 of 14 pages
(c) Besides the following transactions, no transactions by the
reporting persons have occurred during the past sixty (60) days.
<TABLE>
<CAPTION>
Price Per Share Where and How Transaction
Number of Was
Date Character of Transaction Price Per Share Shares Effected
<S> <C> <C> <C> <C>
5/24/96 Disposition by Jared E. Abbruzzese $8.00 |5,000 Private Transaction
5/30/96 Disposition by Hope Carter $11.1982 |80,100 Open Market
5/30/96 Disposition by Corotoman ** 20,000 Private Transaction
5/31/96 Gifts by Hope Carter N/A |136,435 Private Transactions
5/31/96 Disposition by Corotoman $11.00 |10,000 Open Market*
5/31/96 Disposition by Corotoman $10.75 |10,000 Open Market*
6/3/96 Disposition by Corotoman $11.25 |23,000 Open Market*
6/3/96 Disposition by Corotoman $11.375 |2,000 Open Market*
6/3/96 Disposition by Corotoman $11.125 |5,000 Open Market*
6/6/96 Disposition by Corotoman $10.00 |54,000 Open Market*
6/6/96 Disposition by Spouse of Jared E. $10.00 |13,500 Open Market*
Abbruzzese |
6/7/96 Disposition by Corotoman $10.00 |10,500 Open Market*
6/10/96 Disposition By Corotoman ** 10,000 Private Transaction
6/10/96 Disposition by Corotoman $10.00 |10,500 Open Market*
6/10/96 Disposition by Spouse of Jared E. $10.00 |10,500 Open Market*
Abbruzzese |
6/11/96 Disposition by Spouse of Jared E. $10.00 |10,000 Open Market*
Abbruzzese |
6/11/96 Disposition by Corotoman $10.00 |19,100 Open Market*
6/11/96 Disposition by Jared E. Abbruzzese $10.00 |13,400 Open Market*
6/11/96 Disposition by Jared E. Abbruzzese $9.75 |50,000 Open Market
6/13/96 Disposition by Jared E. Abbruzzese $9.070 |25,000 Open Market*
</TABLE>
___________________________
* Pursuant to an effective registration statement on Form S-3.
**See Item 6.
<PAGE>
CUSIP No. 12476P104 Page 10 of 14 pages
(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 of the outstanding Common Stock
as of June 10, 1996.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On May 30, 1996 Corotoman disposed of 10,000 shares of Common Stock to each
of two third parties upon exercise by such individuals of options written
by an entity affiliated with Corotoman and Jared E. Abbruzzese (the "Affiliated
Entity"). Corotoman also disposed of 5,000 shares of Common Stock to each
of two other individuals upon exercise by such individuals of options
written by the Affiliated Entity. The aforementioned four individuals have
remaining in the aggregate options to acquire 35,000 shares of Common Stock,
none of which are exercisable in the next six months.
Jared E. Abbruzzese maintains sole voting power over the 229,000 shares
of Common Stock that he disposed of by gift to the individuals referenced in
Item 5(d) pursuant to a voting agreement entered into by Jared E. Abbruzzese
with such individuals.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Agreement for Joint Filing on Behalf of Each Page 13
Reporting Person.
B. Form of Voting Agreement between Jared E. Page 14
Abbruzzese and those individuals referenced in
Item 5(d)
<PAGE>
CUSIP No. 12476P104 Page 11 of 14 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: June 17, 1996 /s/ Jared E. Abbruzzese
Name: Jared E. Abbruzzese
Date: June 17, 1996 /s/ Hope Carter
Name: Hope Carter
Date: June 17, 1996 /s/ Joseph H. Abbruzzese
Name: Joseph H. Abbruzzese
The Corotoman Company, L.L.C.
Date: June 17, 1996 /s/ Jared E. Abbruzzese
Name: Jared E. Abbruzzese
Title: President
<PAGE>
CUSIP No. 12476P104 Page 12 of 14 pages
EXHIBIT INDEX
Exhibit Description Page No.
A Agreement for Joint Filing on Behalf of Each 13
Reporting Person
B Form of Voting Proxy Between Jared E. Abbruzzese 14
and those Individuals Referenced in Item 5(d)
<PAGE>
CUSIP No. 12476P104 Page 13 of 14 pages
EXHIBIT A
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934,
each of the undersigned hereby agrees to the filing of this Amendment No. 3 on
its behalf.
The Agreement may be signed in one or more counterparts.
Date: June 17, 1996 /s/ Jared E. Abbruzzese
Name: Jared E. Abbruzzese
Date: June 17, 1996 /s/ Hope Carter
Name: Hope Carter
Date: June 17, 1996 /s/ Joseph H. Abbruzzese
Name: Joseph H. Abbruzzese
The Corotoman Company, L.L.C.
Date: June 17, 1996 /s/ Jared E. Abbruzzese
Name: Jared E. Abbruzzese
Title: President
<PAGE>
CUSIP No. 12476P104 Page 14 of 14 pages
PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that I, ________________, with a
residence address of __________________________, being and/or to become the
owner of shares of common stock of CAI Wireless Systems, Inc. ("CAI"), do
hereby constitute and appoint Jared E. Abbruzzese of Ballston Spa, New York, my
true and lawful attorney, for and in my name, place, and stead, with power of
substitution, to vote all shares of common stock of CAI, now owned or hereafter
acquired by me (the "Shares"), upon any matters as may properly come before any
meeting of shareholders of CAI or any adjournment thereof, or upon any matters
as may be submitted to the shareholders for unanimous written consent in lieu
of any such meeting, and such other authority as may be necessary or desirable
in order to enable Jared E. Abbruzzese so to represent and vote all of the
Shares, whether in person at a meeting or by written consent, hereby intending
to ratify and confirm all that my attorney may do in my name, place and stead.
As used herein, the term "Shares" shall include any and all shares of
common stock of CAI delivered and transferred to me and all stock arising from
further issuances of stock by CAI, stock dividends, split shares, or
reorganization, recapitalization, or other similar proceeding on or with
respect to any of such shares of stock.
It is my intention in executing this proxy that it be deemed to remain
in full force and effect until revoked by me in writing, and shall be binding
upon the undersigned, my estate, heirs, executors, representatives and assigns.
IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of ______,
1994.
__________________________________________
Witness:
________________________
<PAGE>
