-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FTPzEUOfuRCg4ACMmWUVoPPZ8D8myygas2fOnFFFEx2wjs9/YGIwd3OYN8PdE5ZG iwVSis5YcEiXJfUwQCRiFQ== 0000950123-01-503637.txt : 20010621 0000950123-01-503637.hdr.sgml : 20010621 ACCESSION NUMBER: 0000950123-01-503637 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000944163 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593218138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57311 FILM NUMBER: 1663797 BUSINESS ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 300 CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 4079841990 MAIL ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 300 CITY: MELBOURNE STATE: FL ZIP: 32901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANDEM PCS INVESTMENTS LP CENTRAL INDEX KEY: 0001100346 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O LIVE CYCLES HOLDING CO STREET 2: 1981 MCGILL COLLEGE CITY: MONTREAL CANADA STATE: E6 BUSINESS PHONE: 5148475901 MAIL ADDRESS: STREET 1: C/O LIVE CYCLES HOLDING CO STREET 2: 1981 MCGILL COLLEGE CITY: MONTREAL CANADA STATE: E6 SC 13D 1 y49449sc13d.txt ORIGINAL FILING ON SCHEDULE 13D: AIRNET/TANDEM 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AirNet Communications Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 009418106 (CUSIP Number) Ginette Depelteau Tandem PCS Investments, L.P. c/o Capital Communications CDPQ 1981 McGill College Avenue Montreal, Quebec H3A 3C7 Canada (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) COPY TO: Brian Raftery, Esq. Kirkland & Ellis 153 East 53rd Street New York, NY 10022 (212) 446-4800 May 16, 2001 (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(e), 13d-1(f) or 13d-1(g), check the following box. /X/ Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 8 Pages 2 - ------------------ ---------------------- CUSIP No:009418106 13D Page 2 of 8 Pages - ------------------ ---------------------- 1 NAME OF REPORTING PERSON Tandem PCS Investments, L.P. IRS No.: 06-1553792 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING S IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 6,457,583 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 (See Item 5) REPORTING 9 SOLE DISPOSITIVE POWER PERSONAL 6,457,583 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,457,583 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 17.52% 14 TYPE OF REPORTING PERSON* PN 3 - ------------------ ---------------------- CUSIP No:009418106 13D Page 3 of 8 Pages - ------------------ ---------------------- ITEM 1. SECURITY AND ISSUER The Class of equity security to which this statement relates is the common stock, $.01 par value ("Common Stock"), of AirNet Communications Corporation (the "Issuer"). The principal executive office of the Issuer is: 100 Riato Place, Melbourne, Florida 32901. Prior to the filing of this statement, Tandem PCS Investments, L.P., a Delaware limited partnership ("Tandem"), SCP Private Equity Part II, L.P. ("SCP"), Mellon Ventures, L.P., Adams Capital Management, L.P., Fostin Capital Associates II, L.P., VFC Capital, Inc., The P/A Fund Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P. and CIN Ventures Nominees, Ltd. filed a joint Schedule 13D as a result of the entering into by such parties of that certain Stockholders Voting Agreement referred to in such joint Schedule 13D. Tandem believes that such Stockholders Voting Agreement has terminated pursuant to Section 6(d) thereof. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): 1. Tandem, 2. Live Cycles Holding Co., a Delaware corporation and the general partner and manager of Tandem ("General Partner") and 3. Caisse de Depot et Placement du Quebec, a Quebec corporation and sole stockholder of the General Partner ("Caisse de Depot"). Tandem, which has its principal executive office and principal business address as c/o Live Cycles Holding Co., 1981 McGill College Avenue, 7th Floor, Montreal, Quebec H3A 1G1 Canada, is a Delaware limited partnership. General Partner, which has its principal executive office and principal business address at 1981 McGill College Avenue, 7th Floor, Montreal, Quebec H3A 1G1 Canada is a Delaware corporation and is the general partner and manager of Tandem. The name, address and citizenship of each executive officer and director of the General Partner are set forth on Annex A hereto. Caisse de Depot, a Quebec corporation, which has its principal executive office and principal business address at 1981 McGill College Avenue, 7th Floor, Montreal Quebec H3A 1G1 Canada is the sole stockholder of the General Partner. Caisse de Depot is a legal person without share capital and a mandatary of the State of the Province de Quebec, created by a special act of the Legislature of the Province de Quebec. The principal business of Caisse de Depot is to receive on deposit and manage funds deposited by agencies and instrumentalties of the Province de Quebec. The name, address and citizenship of each executive officer and director of Caisse de Depot are set forth on Annex A hereto. During the last five years, none of the Reporting Persons and the persons set forth on Annex A hereto have been convicted in any criminal proceeding. During the last five years, none of the Reporting Persons and the persons set forth on Annex A hereto have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is 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 finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On May 16, 2001, Tandem used working capital to acquire for a total purchase price of Ten Million ($10,000,000), (x) 318,471.33 shares (the "Preferred Shares") of the Issuer's Series B Convertible Preferred Stock (which is initially convertible into 3,184,713 shares of Common Stock) and (y) a warrant (the "Warrant") to purchase 955,414 shares of Common Stock at an exercise price of $3.14 per share of Common Stock. ITEM 4. PURPOSE OF TRANSACTION The purpose of Tandem in acquiring the Preferred Shares and the Warrant was to acquire an investment position in the Issuer. 4 - ------------------ ---------------------- CUSIP No:009418106 13D Page 4 of 8 Pages - ------------------ ---------------------- While Tandem has no current plans to increase or decrease its investment position in the Issuer, it intends to review its investment in the Issuer from time to time. Depending upon such review, as well as market and business conditions and other factors, Tandem may choose to purchase additional securities of the Issuer or to sell all or a portion of its equity interest in the Issuer. According to the terms and conditions of the Issuer's Certificate of Incorporation (including all Certificates of Designations), Tandem has the right (the "Board Right") to either nominate or designate one person to the Board of Directors of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Reporting Persons have sole power to vote or direct the vote and sole power to dispose or to direct disposition of 6,457,583 shares of Common Stock on a fully-diluted basis. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None. 5 - ------------------ ---------------------- CUSIP No:009418106 13D Page 5 of 8 Pages - ------------------ ---------------------- SIGNATURE 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: May 24, 2001 TANDEM PCS INVESTMENTS, L.P. By: Live Cycles Holding Co. its: General Partner By: /s/ Pierre Belanger ------------------------------ Name: Pierre Belanger Title: President By: /s/ Lynn McDonald ------------------------------ Name: Lynn McDonald Title: Secretary 6 - ------------------ ---------------------- CUSIP No:009418106 13D Page 6 of 8 Pages - ------------------ ---------------------- Annex A Live Cycles Holding Co., is the general partners of Tandem. The names, addresses, citizenship and principal occupation of the directors and executive officers of Live Cycles Holdings Co. are as follows:
Name Address Title ---- ------- ----- Pierre Belanger* 1981 McGill College Avenue Director and President 7th Floor Montreal, Quebec H3A 1G1 Canada Lynn McDonald* 1981 McGill College Avenue Director, Vice President and 7th Floor Secretary Montreal, Quebec H3A 1G1 Canada Pierre Bedard* 1981 McGill College Avenue Vice President 7th Floor Montreal, Quebec H3A 1G1 Canada
Live Cycles Holding Co. is a wholly-owned subsidiary of Caisse de Depot et Placement du Quebec, a Quebec corporation. The names addresses, citizenship and principal occupation of the directors and executive officers of Caisse de Depot are as follows:
Name Address Title ---- ------- ----- Jean-Claude Scraire* Caisse de Depot et Placement du Quebec Chairman 1981 McGill College Avenue Montreal Quebec H3A 3C7 Guy Morneau* Regis des Rentes Du Quebec Chairman of the Board and President 2600, Boul Laurier, Bureau 546 Quebec GiV 4T3 Jean-Claude Bachand* Fraser Milner Casgrain Lawyer 1, Place Ville Marie Bureau 3900 Montreal Quebec H2B 4M7 Luc Bessette* Commission Administrative des Regimes de President Retraite et D'assurances 475 Rue Saint-Amble Quebec G1R 5X3
7 - ------------------ ---------------------- CUSIP No:009418106 13D Page 7 of 8 Pages - ------------------ ---------------------- Rodrigue Biron* Rodrigue Biron & Associes 305, Chein de la Place St-Laurent St-Augustin-de Desmaures Cap-Rouge G1Y 3G9 Alban D'Amours* La Confederation des caisses populaires President et d'economie Desjardins du Quebec 100, avenue des Commandeurs Levis (Quebec) G6V 7N5 Yves Fillion* Hydro-Quebec Deputy Chief Executive Officer and 75, boul. Rene-Levesque Ouest Chief Financial Officer Montreal (Quebec) H2Z 1A4 Jean-yves Gagnon* Societe de L'assurance automobile du Quebec General Manager 333, boul. Jean-Lesage Quebec (Quebec) G1K 8J6 Henri Masse* Federation des travailleurs et travailleuses President du Quebec 545, boul. Cremazie Est, 17e etage Montreal, (Quebec) H2M 2V1 Gilles Godbout* Ministere des Finances Deputy Minister 12, rue St-Louis Quebec (Quebec) G1R 5L3 Thomas O. Hecht* Technologies IBEX Inc. Chairman Emeritus 5485, rue Pare Montreal (Quebec) H2K 4M5 Marc Laviolette* Confederation des Syndicats Nationaux President 1601, rue Delorimier Montreal (Quebec) H2K 4M5 Nicole Trudeau* Commission Municipale du Quebec Vice President 3, Complexe Desjardins Suite 2603, North Tower Montreal (Quebec) H5B 1B2 Jean-Claude Scraire* Caisse de depot et placement du Quebec Chairman 2001, avenue McGill College Montreal (Quebec) H3A 3C7
8 - ------------------ ---------------------- CUSIP No:009418106 13D Page 8 of 8 Pages - ------------------ ---------------------- Fernand Perreault* Caisse de depot et placement du Quebec Senior Vice President 2001, avenue McGill College CDP Group - President Montreal (Quebec) H3A 3C7 CDP Real Estate Michel Nadeau* Caisse de depot et placement du Quebec Assistant General Manager 2001, avenue McGill College CDP and President CDP Montreal (Quebec) H3A 3C7 Global Asset Management Claude Seguin* Caisse de depot et placement du Quebec President, CDP Participations 2001, avenue McGill College Montreal (Quebec) H3A 3C7 Bertrand Lauzon* Caisse de depot et placement du Quebec Executive Vice President, 2001, avenue McGill College CDP Group Finance and Montreal (Quebec) H3A 3C7 Information Technology Jean-Claude Cyr Caisse de depot et placement du Quebec Executive Vice President, 2001, avenue McGill College CDP Group Investment Montreal (Quebec) H3A 3C7 Planning and Management Francois Geoffrion* Caisse de depot et placement du Quebec Executive Vice President, CDP Group 2001, avenue McGill College Strategic Development Montreal (Quebec) H3A 3C7 Ginette Depelteau* Caisse de depot et placement du Quebec Corporate Secretary - Director 2001, avenue McGill College Montreal (Quebec) H3A 3C7
* Citizen of Canada -----END PRIVACY-ENHANCED MESSAGE-----