SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 6, 1998 (July 30,
1998)
CAI WIRELESS SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Connecticut 0-22888 06-1324691
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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18 CORPORATE WOODS BLVD., THIRD FLOOR, ALBANY, NY 12211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 462-2632
(Former name or former address, if changed since last report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 30, 1998, registrant was informed by PricewaterhouseCoopers LLP
("PWC") that PWC had resigned from its engagement as registrant's independent
accountant. Registrant was informed by PWC that it had resigned from the
engagement due to a conflict of interest arising as the result of the July 1,
1998 merger of Price Waterhouse, LLP and Coopers & Lybrand L.L.P. Prior to the
merger, Coopers & Lybrand L.L.P. acted as registrant's independent accountant.
Price Waterhouse, LLP, acted as collateral agent and administrative agent for
Merrill Lynch Global Allocation Fund, Inc. ("MLGAF"), under a Note Purchase
Agreement dated as of November 24, 1997, as amended from time to time. PWC
will continue to act as collateral agent and administrative agent for MLGAF
under the Amended and Restated Note Purchase Agreement dated as of July 30,
1998 between registrant and MLGAF.
Except as discussed below, the reports of Coopers & Lybrand L.L.P. on the
financial statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
The report of Coopers & Lybrand L.L.P. delivered in connection with
registrant's audited financial statements for the years ended March 31, 1998
and 1997 contained an explanatory paragraph which indicated that there was
substantial doubt regarding the Company's ability to continue as a going
concern.
In connection with its audits for the two most recent fiscal years and
through July 30, 1998, there have been no disagreements with Coopers & Lybrand
L.L.P. or PWC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of Coopers & Lybrand L.L.P. would have caused
them to made reference thereto in their report on the financial statements for
such years.
During the two most recent fiscal years and through July 30, 1998, there
have been no reportable events (as defined in Regulation S-K item
304(a)(1)(v)).
Registrant is currently interviewing independent accountants to replace
PWC.
The registrant has requested that PWC furnish it with a letter addressed
to the SEC stating whether or not it agrees with the above statements. A copy
of such letter, dated August 6, 1998, is filed as Exhibit 16 to this Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
16 Letter by PricewaterhouseCoopers to Securities and Exchange
Commission dated August 6, 1998.
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SIGNATURE
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 hereunto duly authorized.
CAI WIRELESS SYSTEMS, INC.
By: /S/JAMES P. ASHMAN
James P. Ashman
Executive Vice President and CFO
Date: August 6, 1998
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Exhibit 16
(letterhead of PricewaterhouseCoopers)
August 6, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by CAI Wireless Systems, Inc., which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of July 1998. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
