-----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, KR2R9pnXHaXqcRj68xfGCLL7tO/IJ91hC+LA2L3a+6V4O0j1XTkw9rFmFuK+C4sT vWW5mnulRQMDrlYr7d/Yig== 0000905718-99-000505.txt : 19991108 0000905718-99-000505.hdr.sgml : 19991108 ACCESSION NUMBER: 0000905718-99-000505 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUCENTRIX BROADBAND NETWORKS INC CENTRAL INDEX KEY: 0000917707 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 731435149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45241 FILM NUMBER: 99742442 BUSINESS ADDRESS: STREET 1: 200 CHISOLM PLACE, SUITE 200 CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 9724239494 FORMER COMPANY: FORMER CONFORMED NAME: HEARTLAND WIRELESS COMMUNICATIONS INC DATE OF NAME CHANGE: 19940121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT 2 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 2*) NUCENTRIX BROADBAND NETWORKS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 670198100 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 421-2600 (973) 597-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) May 25, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for 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 disclosures provided in a prior cover page. 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 ("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. 670198100 ________________________________________________________________________________ 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only): Stephen Feinberg ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions): WC ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable ________________________________________________________________________________ 6) Citizenship or Place of Organization: United States ________________________________________________________________________________ Number of 7) Sole Voting Power: * Shares Beneficially 8) Shared Voting Power: * Owned by Each Reporting 9) Sole Dispositive Power: * Person With: 10) Shared Dispositive Power: * ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,108,866* ________________________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11): 11.1%* ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions): IA ________________________________________________________________________________ * Cerberus Partners, L.P. ("Cerberus") is the holder of 257,100 shares of common stock of Nucentrix Broadband Networks, Inc. (the "Company"); Cerberus International, Ltd. ("International") is the holder of 514,200 shares of common stock of the Company; Cerberus Institutional Partners, L.P. ("Institutional") is the holder of 73,666 shares of common stock of the Company; and certain private investment funds (the "Funds") in the aggregate are the holders of 263,900 shares of common stock of the Company. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by each of Cerberus, International, Institutional and the Funds. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 1,108,866 shares of common stock of the Company, or 11.1% of those issued and outstanding. See Item 5 for further information. Item 5. Interest in Securities of the Issuer. Based upon information set forth in the Company's quarterly report on Form 10-Q for the quarterly period ended March 31, 1999, there were issued and outstanding as of May 12, 1999 10,000,000 Shares. As of May 25, 1999, (i) Cerberus was the holder of 257,100 Shares, (ii) International was the holder of 514,200 Shares, (iii) Institutional was the holder of 73,666 Shares and (iv) the Funds in the aggregate were the holder of 263,900 Shares. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by each of Cerberus, International, Institutional and the Funds. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 1,108,866 Shares, or 11.1% of those issued and outstanding. Since the filing of the Schedule 13D Amendment No. 1 by Mr. Feinberg as of April 19, 1999, the only transactions in Shares by Mr. Feinberg, or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were as follows (each of which were effected in an ordinary brokerage transaction): I. Cerberus Partners, L.P. Date Quantity Price (Purchases) May 25, 1999 32,000 $25.75 (Sales) April 22, 1999 6,100 $36.02 II. Cerberus International, Ltd. Date Quantity Price (Purchases) May 25, 1999 63,000 $25.75 (Sales) April 22 1999 12,300 $36.02 III. Cerberus Institutional Partners, L.P. Date Quantity Price (Purchases) May 25, 1999 9,000 $25.75 (Sales) April 22, 1999 1,800 $36.02 IV. The Funds Date Quantity Price (Purchases) May 25, 1999 32,000 $25.75 (Sales) April 22, 1999 6,300 $36.02 Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. As of May 25, 1999 /s/ Stephen Feinberg ____________________________________ Stephen Feinberg, in his capacity as the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P., and as the investment manager for each of Cerberus International, Ltd., Cerberus Institutional Partners, L.P. and the Funds ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----