<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: CellularVision USA, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 151176104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
October 19, 1998
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(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 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).
<PAGE>
CUSIP No. 151176104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
715,721 Shares
9. Sole Dispositive Power:
10. Shared Dispositive Power:
715,721 Shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
715,721 Shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
4.4%
14. Type of Reporting Person
IN
3
<PAGE>
CUSIP No. 151176104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Newstart Factors, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
715,721 Shares
9. Sole Dispositive Power:
10. Shared Dispositive Power:
715,721 Shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
715,721 Shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
4.4%
14. Type of Reporting Person
CO
5
<PAGE>
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett and Newstart are
deemed to beneficially own 715,721 Shares. On October 19, 1998
Mr. Bennett and Newstart sold a Convertible Secured Promissory
Note of the Company that was convertible into Shares of the
Company for a sale price of $1,019,896.25 plus all accrued and
unpaid interest. The sale was a privately negotiated
transaction.
The 715,721 Shares deemed to be owned by Mr. Bennett and
Newstart were purchased for an aggregate purchase price of
$600,000. No leverage was used to purchase any of the Shares.
Item 4. Purpose of Transaction
See Item 6. Except as described therein, neither
Mr. Bennett nor Newstart has any plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D.
The Shares beneficially owned by Mr. Bennett and
Newstart were acquired are being held solely for investment
purposes.
6
<PAGE>
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett and Newstart are
deemed to be the beneficial owners of 715,721 Shares. Based
on the Company's latest 10-Q, there were a total of
16,110,000 Shares outstanding Shares as of June 30, 1998.
Therefore, Mr. Bennett and Newstart beneficially own 4.4% of
the outstanding Shares. Mr. Bennett and Newstart have the
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that they currently
beneficially own. Mr. Bennett and Newstart ceased to be the
beneficial owners of more than 5% of the Shares on
October 19, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
In connection with the sale on October 19, 1998 by
Mr. Bennett and Newstart of a Convertible Secured Promissory
Note to Akcess Pacific Group, LLC ("Akcess"), Mr. Bennett
and Newstart agreed with Akcess that they would to vote the
715,721 Shares they are deemed to beneficially own against
the proposed transaction between the Company and WinStar
Communications, Inc. that is described in the Company's
definitive proxy statement filed with the Securities and
Exchange Commission on October 7, 1998. A copy of the
letter agreement dated October 19, 1998 among Mr. Bennett,
7
<PAGE>
Newstart and Akcess Pacific Group, LLC is filed herewith as
Exhibit B.
Except as described herein, neither Mr. Bennett nor
Newstart has any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities
Exchange Act of 1934 is filed herewith as Exhibit A.
2. The letter agreement dated October 19, 1998
among Mr. Bennett, Newstart and Akcess Pacific Group, LLC is
filed herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ James D. Bennett
James D. Bennett
NEWSTART FACTORS, INC.
/s/ James D. Bennett
By:
James D. Bennett, President
Date: October 22, 1998
8
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
October 22, 1998 relating to the Common Stock of
CellularVision USA, Inc. shall be filed on behalf of the
undersigned.
/s/ James D. Bennett
James D. Bennett
NEWSTART FACTORS, INC.
/s/ James D. Bennett
By:
James D. Bennett, President
Date: October 22, 1998
9
<PAGE>
EXHIBIT B
NEWSTART FACTORS, INC.
Monday, October 19, 1998
Joseph Pike
Akcess Pacific Group, LLC
4370 La Jolla Village Drive, Suite #960
San Diego, CA 92122
Via Fax: 619-295-0779
RE: Sale of Cellularvision/Logimetrics Note
Dear Mr. Pike:
This letter shall confirm that on October 19, 1998, Newstart
Factors, Inc. ("Seller") committed to sell, and Akcess
Pacific Group, LLC ("Buyer") committed to buy the Secured
Convertible Promissory Note (the "Note") dated April 1,
1998, which the Seller holds against CellularVision of New
York, L.P. in the principal face amount of $815,917.00 (the
"Face Amount"). The terms of this commitment are subject to
the following conditions:
1. The purchase price for the Note will be 125% of the
Face Amount of the Note, which equals $1,019,896.25 plus all
accrued and unpaid interest up to the date payment is
received by the Seller;
2. The purchase price will be paid within 45 days of
the date of this agreement;
3. The Seller will use its best efforts to revoke its
vote "for" the Winstar transaction and replace it with a
vote "against" the transaction before 5 P.M. Eastern
Daylight Time on Monday October 19, 1998.
The purchase is binding on both parties and not subject to
any other conditions or terms other than those outlined
above. In further consideration for revoking Seller's vote
under 3 above, the Buyer acknowledges and agrees that money
damages and other remedies at law may be inadequate to
protect against breach of this agreement and the Buyer
hereby agrees in advance to the granting of injunctive or
other equitable relief in the Seller's favor without proof
of actual damages in connection with Seller's enforcement of
the terms and conditions hereof, including the reimbursement
10
<PAGE>
to Seller of losses, costs and expenses, including
reasonable attorney's fees, and costs incurred by Seller as
a result of Buyer's breach of this agreement.
This agreement and the purchase is irrevocably and
personally guaranteed by Joseph Pike.
Please evidence your agreement to the foregoing by signing a
copy of this letter in the space provided and faxing a copy
back to 203-353-3113.
Sincerely,
/s/ James D. Bennett
James D. Bennett
President
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
AKCESS PACIFIC GROUP, LLC GUARANTOR
/s/ Joseph Pike /s/ Joseph Pike
By:_____________________ By:_________________
Joseph Pike Joseph Pike
Chairman As an individual
75252000.BD0
