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) July 9, 1999 (July 7, 1999)
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., 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 5 - OTHER EVENTS
The following news release was issued on July 7, 1999:
FCC CLEARS WAY FOR MCI WORLDCOM ACQUISITION OF CAI WIRELESS-Transfer of
Control Applications Approved (see exhibit 99.1).
Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
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EXHIBIT NO. EXHIBIT DESCRIPTION LOCATION
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99.1 Media release - CAI Wireless
Systems, Inc. announces that the FCC has
approved the transfer of control of
various licenses for wireless spectrum
controlled by CAI to MCI WORLDCOM, Inc.
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SIGNATURES
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.
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SIGNATURE TITLE DATE
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/S/ JAMES P. ASHMAN Executive Vice President and July 9, 1999
James P. Ashman Chief Financial Officer
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EX-99.1
FOR IMMEDIATE RELEASE
Investor Relations Contact: Company Contact:
John G. Nesbett/Vince Daniels James P. Ashman
Lippert/Heilshorn & Associates CFO, CAI Wireless Systems, Inc.
212-838-3777 518-462-2632
FCC CLEARS WAY FOR MCI WORLDCOM
ACQUISITION OF CAI WIRELESS
--TRANSFER OF CONTROL APPLICATIONS APPROVED--
Albany, NY - July 7, 1999 - CAI Wireless Systems, Inc. (OTC BB:
CWSS)("CAI") today announced that the Federal Communications Commission
("FCC") has approved the transfer of control of various licenses for
wireless spectrum controlled by CAI to MCI WORLDCOM, Inc. 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.
MCI WorldCom, which currently holds approximately 48% of CAI's
common stock, now is expected to acquire additional shares following this
FCC action, resulting in ownership of more than 50% of CAI's common
stock. Subject to shareholder approval, CAI also expects to merge with a
wholly-owned subsidiary of MCI WorldCom during the third quarter of the
1999 calendar year.
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
approvals permit MCI WorldCom to acquire additional shares, the merger
agreement condition has not yet been satisfied.
CAI also announced that the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired on May 30,
1999.
STATEMENTS CONTAINED IN THIS PRESS RELEASE MAY CONSTITUTE FORWARD-
LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. ACTUAL RESULTS OF CAI MAY DIFFER
MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AND MAY BE
AFFECTED BY A NUMBER OF FACTORS INCLUDING CAI'S ABILITY TO SATISFY THE
VARIOUS CONDITIONS CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS
OF APRIL 26, 1999 AMONG CAI, MCI WORLDCOM, INC. AND CARDINAL ACQUISITION
SUBSIDIARY INC., INCLUDING, AMONG OTHER THINGS, THE RECEIPT OF FINAL
REGULATORY APPROVALS NECESSARY TO CONSUMMATE THE MERGER, AND OTHER
FACTORS CONTAINED HEREIN AND IN CAI'S SECURITIES FILINGS. THERE CAN BE
NO ASSURANCE THAT THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN
OF MERGER WILL BE CONSUMMATED ON A TIMELY BASIS, IF AT ALL.
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