0001095449-01-500121.txt : 20011019
0001095449-01-500121.hdr.sgml : 20011019
ACCESSION NUMBER: 0001095449-01-500121
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011012
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-50391
FILM NUMBER: 1757419
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: []
IRS NUMBER: 943160631
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
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
1
a13g4.txt
SCHEDULE 13G FOR SEPTEMBER 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 4)
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)
September 29, 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
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
-0-%
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
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
-0-%
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
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0%
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.
CUSIP No. 638560102 SCHEDULE 13G Page 7 of 9
Item 5. Ownership of Five Percent or Less of a Class.
If statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
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 pages two (2), three (3) and four (4) of this 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: October 11, 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: October 11, 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