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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
CAI Wireless Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
12476P104
(CUSIP Number)
October 14, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
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CUSIP No. 12476P104 13G
- -----------------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis M. Bacon
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------- ----- --------------------------------------------------------
5 SOLE VOTING POWER
None
----- --------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,270,715
OWNED BY
EACH ----- --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
----- --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,270,715
------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,270,715
------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.1%
------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN, IA
------- -----------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 12476P104 13G
- -----------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moore Capital Management, Inc.
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
---------------- ----- --------------------------------------------------------
5 SOLE VOTING POWER
None
----- --------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,862,059
OWNED BY
EACH ----- --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
----- --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,862,059
------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,862,059
------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO, IA
------- -----------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 12476P104 13G
- -----------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moore Global Investments, Ltd.
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
- -------- -----------------------------------------------------------------------
5 SOLE VOTING POWER
None
----- --------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,862,059
OWNED BY
EACH ----- --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
----- --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,862,059
- -------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,862,059
- -------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
- -------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-4-
<PAGE>
Item 1(a): Name of Issuer:
CAI Wireless Systems, Inc. (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
18 Corporate Woods Blvd.
Albany, New York 12211
Items 2(a): Name of Person(s) Filing:
The Statement is being filed by (1) Moore Capital
Management, Inc. ("MCM"), (2) Louis M. Bacon ("Mr.
Bacon"), in his capacity as (a) Chairman and Chief
Executive Officer, director and controlling
shareholder of MCM and (b) Chairman and Chief
Executive Officer, director and majority interest
holder in Moore Capital Advisors, LLC ("MCA"), and
(3) Moore Global Investments, Ltd. ("MGI").
MCM, a registered commodity trading advisor and
member of the National Futures Association, serves
as discretionary investment manager to MGI, a
non-U.S. investment company incorporated in the
Bahamas, and other investment funds. MCA, a
registered commodity trading advisor and commodity
pool operator, serves as general partner and
discretionary investment manager to a U.S.
partnership, Remington Investment Strategies, L.P.
("RIS"). The principal occupation of Mr. Bacon is
the direction of the investment activities of MCM
and MCA, carried out in his capacity of Chairman
and Chief Executive Officer of such entities. In
this capacity, Mr. Bacon may be deemed to be the
beneficial owner of the shares of Common Stock (as
defined) which are the subject of this statement
held for the account of MGI and for the account of
RIS.
Item 2(b): Address of Principal Business Office:
The principal business offices of MCM and Mr.
Bacon are located at 1251 Avenue of the Americas,
New York, New York 10020.
The principal business offices of MGI are located
at c/o Citco Fund Services (Bahamas) Ltd., The
Bahamas Financial Centre, P.O. Box CB-13136,
Nassau, Bahamas.
Item 2(c): Citizenship:
Mr. Bacon: United States citizen
MCM: Connecticut corporation
MGI: Bahamas corporation
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<PAGE>
Item 2(d): Title of Class of Securities:
Common stock, par value $.01 per share (the "Common
Stock"), of the Company.
Item 2(e): CUSIP Number:
12476P104
Item 3: If this statement is filed pursuant to ss.ss.
240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person is filing as a:
(a)[ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c)[ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d)[ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813).
(i)[ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] Group, in accordance with ss.
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c),
check this box [X].
Items 4(a)-(c): Ownership:
On the date of this Statement:
(i) Mr. Bacon is deemed to have beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act
of 1934 ("Beneficial
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<PAGE>
Ownership") of 2,270,715 shares of Common Stock by
virtue of his control of MCM and MCA. Such shares
represent 15.1% of the issued and outstanding shares of
Common Stock. By virtue of his control of MCM and MCA,
Mr. Bacon is deemed to share voting power and
dispositive power over the shares of Common Stock held
by MGI and RIS.
(ii) MCM is deemed to have Beneficial Ownership of
1,862,059 shares of Common Stock by virtue of its
position as discretionary investment manager of MGI.
Such shares represent 12.4% of the issued and
outstanding Common Stock. MCM is vested with the power
to direct disposition of the Common Stock held by MGI
and shares with MGI and Mr. Bacon voting power over such
Ordinary Shares.
(iii) MGI has Beneficial Ownership of 1,862,059 shares
of Common Stock held by it. Such shares represent 12.4%
of the issued and outstanding Common Stock. MGI
currently does not exercise dispositive power over such
shares but could obtain such power within 60 days if MGI
exercised its right to terminate its trading advisory
agreement with MCM.
The percentages used herein are calculated based upon
the 15,000,000 shares of Common Stock stated to be
issued and outstanding as of October 14, 1998, as
described in the Company's Form 8-K, filed on October
15, 1998.
Item 5: Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6: Ownership of More than Five Percent
on Behalf of Another Person:
Mr. Bacon, by virtue of his control of MCM and MCA, is
known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds of
the sale of, shares of Common Stock, except that
shareholders of MGI and partners of RIS have the right
to participate in the receipt of dividends from, or
proceeds upon the sale of, the shares of Common Stock
held for their respective accounts.
Item 7: Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not Applicable.
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<PAGE>
Item 8: Identification and Classification of Members of the
Group:
Exhibit A: Joint Filing Agreement among Mr. Bacon, MCM
and MGI.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below each of the undersigned certifies that,
to the best of the undersigned's knowledge and belief,
the securities referred to above were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 26, 1998
LOUIS M. BACON
By:/s/ Stephen R. Nelson
-----------------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By:/s/ Stephen R. Nelson
-----------------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By:/s/ Stephen R. Nelson
-----------------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
- ----------
* Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in
favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is
attached hereto as Exhibit B.
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<PAGE>
Exhibit A
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
dated October 26, 1998 with respect to the Common Stock of CAI Wireless Systems,
Inc., is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which
shall for all purposes be deemed to be an original and all of which shall
constitute one and the same instrument.
Dated: October 26, 1998
LOUIS M. BACON
By:/s/ Stephen R. Nelson
-----------------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /s/ Stephen R. Nelson
-----------------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By: /s/ Stephen R. Nelson
-----------------------------
Name: Stephen R. Nelson*
Title: Attorney-in-Fact
- ----------
* Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in
favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is
attached hereto as Exhibit B.
<PAGE>
Exhibit B
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute
and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson,
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name (a) in my personal capacity or (b) in my capacity as
Chairman and Chief Executive Officer of each of Moore Capital Management, Inc.
and Moore Capital Advisors, LLC and their respective affiliates all documents,
certificates, instruments, statements, filing and agreements ("documents") to be
filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial
statements of, or states of changes in, beneficial ownership of securities on
Form 3, From 4 or Form 5 and (2) any information statements on Form 13F required
to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of
November, 1997.
/s/ Louis M. Bacon
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Louis M. Bacon
