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 3, 1998 (July 30, 1998)
CAI WIRELESS SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Connecticut 0-22888 06-1324691
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 3. BANKRUPTCY OR RECEIVERSHIP
On July 30, 1998, CAI Wireless Systems, Inc., a Connecticut corporation
("CAI") and its wholly-owned subsidiary, Philadelphia Choice Television, Inc.,
a Delaware corporation ("PCT"), filed voluntary petitions for relief under
Chapter 11, Title 11 of the United States Code (the "Bankruptcy Code") with the
United States Bankruptcy Court for the District of Delaware, Wilmington,
Delaware 19801 (the "Court"). The Court agreed to consolidate the petitions and
provide for the joint administration of their respective cases. Pursuant to
Sections 1107 and 1108 of the Bankruptcy Code, CAI, as debtor and debtor-in-
possession, will continue to manage and operate its assets and businesses in
the ordinary course of business, pending the confirmation of the plan of
reorganization and subject to the supervision and orders of the Court. No
trustee, examiner or similar officer has been appointed by the Court. By
operating as debtor-in- possession under Chapter 11 of the Bankruptcy Code, the
existing directors and officers of CAI will continue to manage the operations
of CAI, subject to the supervision and orders of the Court.
On July 30, 1998, CAI entered into an Amended and Restated Note
Purchase Agreement (the "DIP Facility Agreement") with Merrill Lynch Global
Allocation Fund, Inc. (the "Purchaser"), pursuant to which, among other things,
the Purchaser agreed to purchase CAI's 13% senior secured notes due January 29,
1999 (the "DIP Notes") in an aggregate principal amount of $60 million (the
"DIP Facility"). Of the $60 million provided to CAI under the DIP Facility,
$49,105,893.58 represented the outstanding principal, interest and fees due to
the Purchaser pursuant to that certain Note Purchase Agreement dated as of
November 24, 1997 (the "Existing Note Purchase Agreement") among CAI, certain
of its subsidiaries and the Purchaser. All such amounts outstanding under the
Existing Note Purchase Agreement were converted into DIP Notes as if there had
been a purchase under the DIP Facility Agreement in the amount of
$49,105,893.58. The remaining amount, $10,894,106.42, was made available to
CAI for its use during the Chapter 11 case, in accordance with the terms of an
approved budget.
The Court approved the DIP Facility on an interim basis on July 30,
1998. A final hearing on the DIP Facility is scheduled for August 25, 1998.
The foregoing summary of the DIP Facility Agreement is qualified in its
entirety by reference to the full text of the DIP Facility Agreement, a copy of
which is filed as an Exhibit to this Current Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
4.1 Amended and Restated Note Purchase Agreement dated as of July 30,
1998 between Registrant and Merrill Lynch Global Allocation Fund, Inc.
99.1 Interim Order Authorizing Postpetition Financing
99.2 Press Release dated July 30, 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 3, 1998
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