<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Nucentrix Broadband Networks, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
670198 10 0
-----------
(CUSIP Number)
April 1, 1999
-------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 1 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
--------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
1,022,206
6) SHARED VOTING POWER
545,735
7) SOLE DISPOSITIVE POWER
1,022,206
8) SHARED DISPOSITIVE POWER
545,735
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,567,941
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
10) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.7%
11) TYPE OF REPORTING PERSON
IA
Page 2 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Partners I, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
----------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
897,638
6) SHARED VOTING POWER
- 0 -
7) SOLE DISPOSITIVE POWER
897,638
8) SHARED DISPOSITIVE POWER
- 0 -
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,638
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
12) TYPE OF REPORTING PERSON
PN
Page 3 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Premier, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
897,638
6) SHARED VOTING POWER
- 0 -
7) SOLE DISPOSITIVE POWER
897,638
8) SHARED DISPOSITIVE POWER
- 0 -
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,638
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
12) TYPE OF REPORTING PERSON
PN
Page 4 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
Item 1(a). Name of Issuer.
NUCENTRIX BROADBAND NETWORKS, INC. ("Nucentrix")
Item 1(b). Address of Issuer's Principal Executive Offices.
200 Chisholm Place, Suite 200
Plano, TX 75075
Item 2(a). Name of Person Filing.
(i) Quaker Capital Management Corporation
(ii) Quaker Capital Partners I, L.P.
(iii) Quaker Premier, L.P.
Item 2(b). Address of Principal Business Office, or if none, Residence.
The address of the principal business offices of each of the Filing
Parties is:
401 Wood Street, Suite 1300
Pittsburgh, PA 15222
Item 2(c). Citizenship.
(i) Quaker Capital Management Corporation is a corporation organized
under the laws of the State of Pennsylvania.
(ii) Quaker Capital Partners I, L.P. is a private investment
partnership organized under the laws of the State of Pennsylvania.
(iii) Quaker Premier, L.P. is a limited partnership organized under the
laws of the State of Pennsylvania.
Item 2(d). Title of Class of Securities.
Common Stock, $.001 par value per share
Item 2(e). CUSIP Number.
670198 10 0
Page 5 of 12
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SCHEDULE 13G
CUSIP NO. 670198 10
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A saving association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this Statement is filed pursuant to Rule 13d-1(c), check the
following box. [ X ]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
In connection with the corporate restructuring of the issuer
under Chapter 11 of the United States Bankruptcy Code (the
"Restructuring"), which became effective as of April 1, 1999, all of
the old common stock of the issuer was canceled and new common stock of
the restructured issuer was issued to the holders of the issuer's old
senior notes and convertible notes. Each of the reporting persons was
directly or indirectly issued common stock in the Restructuring in
exchange for the cancellation of its old senior notes. Quaker Capital
Partners I, L.P. is the direct beneficial owner of 897,638 shares of
common stock of the issuer. Quaker Premier, L.P. is the sole general
partner of Quaker Capital Partners I, L.P., and, as such, may be deemed
to beneficially own the 897,638 shares of common stock held by Quaker
Capital Partners I, L.P. Quaker Capital Management Corporation is the
sole general partner
Page 6 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
of Quaker Premier, L.P., and, as such, may be deemed to beneficially
own the 897,638 shares of common stock held by Quaker Capital Partners
I, L.P. In addition, Quaker Capital Management Corporation may be
deemed to beneficially own 545,735 shares of common stock which are
held by a variety of Quaker Capital Management Corporation's investment
advisory clients.
(b) Percent of class:
See item 11 of pages 2-4 of this Schedule 13G.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See item 5 of pages 2-4 of this Schedule 13G.
(ii) shared power to vote or to direct the vote:
See item 6 of pages 2-4 of this Schedule 13G.
(iii) sole power to dispose or to direct the disposition of:
See item 7 of pages 2-4 of this Schedule 13G.
(iv) shared power to dispose or to direct the disposition of:
See item 8 of pages 2-4 of this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
If this 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: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The shares with respect to which this report is filed are owned by a
variety of investment advisory clients of the Reporting Persons, which clients
are entitled to receive dividends on the proceeds from the sale of such shares.
No client is known to own more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Page 7 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
Page 8 of 12 Pages
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SCHEDULE 13G
CUSIP NO. 670198 10
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: April 10, 1999
QUAKER CAPITAL MANAGEMENT
CORPORATION
By:/s/ Mark G. Schoeppner
--------------------------------------
Mark G. Schoeppner, President
Page 9 of 12 Pages
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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: April 10, 1999
QUAKER CAPITAL PARTNERS I, L.P.
By: Quaker Premier, L.P., its general
partner
By: Quaker Capital Management
Corporation, its general partner
By: /s/ Mark G. Schoeppner
-------------------------
Mark G. Schoeppner,
President
Page 10 of 12 Pages
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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: April 10, 1999
QUAKER PREMIER, L.P.
By: Quaker Capital Management
Corporation, its general partner
By: /s/ Mark G. Schoeppner
-------------------------
Mark G. Schoeppner,
President
Page 11 of 12 Pages
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Joint Filing Agreement
</TABLE>
<PAGE> 1
EXHIBIT 99.1
SCHEDULE 13G
CUSIP NO. 670198 10
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the persons below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G, and any and all amendments thereto,
with regard to the beneficial ownership of Common Stock, $0.001 par value, of
Nucentrix Broadband Networks, Inc., a Delaware corporation, and further agree
that this Joint Filing Agreement be included as an exhibit to any such joint
filing. In evidence thereof the undersigned hereby execute this Agreement as of
the 10th day of April, 1999.
QUAKER CAPITAL MANAGEMENT CORPORATION
By:/s/ Mark G. Schoeppner
----------------------------------------------
Mark G. Schoeppner, President
QUAKER CAPITAL PARTNERS I, L.P.
By: Quaker Premier, L.P., its general
partner
By: Quaker Capital Management
Corporation, its general partner
By:/s/ Mark G. Schoeppner
------------------------------------
Mark G. Schoeppner,
President
QUAKER PREMIER, L.P.
By: Quaker Capital Management
Corporation, its general partner
By:/s/ Mark G. Schoeppner
------------------------------------
Mark G. Schoeppner,
President
Page 12 of 12 Pages
