-----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, Nq6B/czXN9BTYqX0t1pqCF2JNjbIvVnFC4krILsSZ7q/0q/u0gpl7pBQWB98+Ts0 4uOL0LmPb4DbCu5Dpnu4TA== 0001095449-01-500106.txt : 20010807 0001095449-01-500106.hdr.sgml : 20010807 ACCESSION NUMBER: 0001095449-01-500106 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL WIRELESS HOLDINGS INC CENTRAL INDEX KEY: 0000915016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133735316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50391 FILM NUMBER: 1697778 BUSINESS ADDRESS: STREET 1: 249 ROYAL PALM WY STREET 2: SUITE 301 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 2125821212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0000889926 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 943160631 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6600 S W NINETY SECOND AVENUE, STE. 370 CITY: PORTLAND STATE: OR ZIP: 97223 BUSINESS PHONE: 9257782390 MAIL ADDRESS: STREET 1: 6600 S W NINETY SECOND AVE, STE. 370 CITY: PORTLAND STATE: OR ZIP: 97223 SC 13G/A 1 a13g3.txt SCHEDULE 13G AMENDMENT 3, JULY 26, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 3) Under the Securities Exchange Act of 1934 National Wireless Holdings Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 638560102 (CUSIP Number) July 26, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) For Astoria Capital Management & Rick [X] Rule 13d-1(c) For Astoria Capital Partners [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out or 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 in 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). CUSIP No. 638560102 SCHEDULE 13G Page 2 of 9 1 Name of Reporting Person Astoria Capital Partners, L. P. IRS Identification No. of Above Person 94-3160631 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 277,200 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 277,200 8 Shares Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 277,200 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 8.3% 12 Type of Reporting Person* PN CUSIP No. 638560102 SCHEDULE 13G Page 3 of 9 1 Name of Reporting Person Astoria Capital Management, Inc. IRS Identification No. of Above Person 94-3143169 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 277,400 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 277,400 8 Shares Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 277,400 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 8.3% 12 Type of Reporting Person* IA,CO CUSIP No. 638560102 SCHEDULE 13G Page 4 of 9 1 Name of Reporting Person Richard Warren Koe IRS Identification No. of Above Person 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 277,400 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 277,400 8 Shares Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 277,400 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 8.3% 12 Type of Reporting Person* IN CUSIP No. 638560102 SCHEDULE 13G Page 5 of 9 Item 1(a). Name of Issuer. National Wireless Holdings Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 156 West 56 Street, Suite 2001, New York, NY 10019 Item 2(a). Names of Persons Filing. Astoria Capital Partners, L. P. Astoria Capital Management, Inc. Richard W. Koe Item 2(b). Address of Principal Business Office or, if none, Residence. The business address of each of the reporting persons is 6600 SW Ninety-Second Avenue, Suite 370, Portland, OR 97223. Item 2(c). Citizenship. Astoria Capital Partners, L. P. is a California limited partnership. Astoria Capital Management, Inc. is a California Corporation Richard W. Koe is a United States Citizen Item 2(d). Title of Class of Securities. Common Stock, par value $.01 ("Common Stock") Item 2(e). CUSIP Number. 638560102 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is 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). CUSIP No. 638560102 SCHEDULE 13G Page 6 of 9 (d) [ ] Investment company registered under section 8 of the Investment Company act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). (with respect to Astoria Capital Management, Inc. only) (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with 240.13b-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 form 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 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box [X] Item 4. Ownership. Reference is made hereby made to Items 5-9 and 11 of pages two (2), three (3) and four(4) of this Schedule 13G, which Items are incorporated by reference herein. The 277,400 shares of Common Stock is held directly by Astoria Capital Partners, L.P., in investment limited partnership, whose general partners are Richard W. Koe and Astoria Capital Management, Inc. Richard W. Koe is Astoria Capital Management, Inc.'s president and sole shareholder. The filing of this schedule shall not be construed as an admission by Astoria Capital Management, Inc. or Richard W. Koe that it or he is a beneficial owner of any securities of the issuer held by Astoria Capital Partners, L.P. CUSIP No. 638560102 SCHEDULE 13G Page 7 of 9 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. Not applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 638560102 SCHEDULE 13G Page 8 of 9 Item 10. Certification. By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above on page two (2), three (3), four (4) and six (6) of his Schedule 13G 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. Signature After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: August 2, 2001 ASTORIA CAPITAL PARTNERS, L.P. /s/ Richard W. Koe ________________________ By: Richard W. Koe its: General Partner ASTORIA CAPITAL MANAGEMENT, INC /s/ Richard W. Koe ________________________ By: Richard W. Koe its: President RICHARD WARREN KOE /s/ Richard W. Koe ________________________ By: Richard W. Koe CUSIP No. 096434105 SCHEDULE 13D Page 9 of 9 Exhibit A Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of National Wireless Holdings Inc. For that purpose, the undersigned hereby constitute and appoint Richard W. Koe as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. DATED: August 2, 2001 ASTORIA CAPITAL PARTNERS, L.P. By its general partner ACM /s/ Richard W. Koe By: Richard W. Koe Its: General Partner ASTORIA CAPITAL MANAGEMENT, INC. /s/ Richard W. Koe By: Richard W. Koe Its: President RICHARD W. KOE /s/ Richard W. Koe -----END PRIVACY-ENHANCED MESSAGE-----