SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
February 26, 1997
NATIONAL WIRELESS HOLDINGS INC.
(Exact name of registrant as specified in its charter
Delaware 0-23598 13-3735316
- ---------------------------- ------------------------ --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
249 Royal Palm Way, Suite 301, Palm Beach, Florida 33480
(Address of principal executive offices and zip code)
(407) 832-0981
(Registrant's telephone number, including area code)
<PAGE>
Item 1. Changes in Control of Registrant
Not applicable
Item 2. Acquisition or Disposition of Assets
Not applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Account
Not Applicable
Item 5. Other Events
Not Applicable
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Not Applicable
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
Exhibit No.
10.38 Press Release, dated February 27, 1997.
Item 8. Change in Fiscal Year
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL WIRELESS HOLDINGS INC.
(Registrant)
Date: February 27, 1997 By: /s/ Terrance S. Cassidy
----------------------------------------------
Terrence S. Cassidy, Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
EXHIBIT 10.38
FOR IMMEDIATE RELEASE FOR MORE INFORMATION:
February 27, 1997 Kevin Doyle
BellSouth Corporation
404-249-2793
Carl Nicola
National Wireless Holdings Inc.
212-582-1212
BELLSOUTH TO BUY MIAMI WIRELESS CABLE RIGHTS
FROM NATIONAL WIRELESS HOLDINGS
BellSouth gets rights to serve 1.2 million households for
$48 million in stock, cash
ATLANTA -- Taking a major step toward providing cable service to customers in
South Florida, BellSouth Corporation (NYSE: BLS) has signed a definitive
agreement to buy South Florida Television Inc., which holds the rights to
provide wireless cable TV service in Miami, from National Wireless Holdings Inc.
(NASDAQ: NWIR) for $48 million in BellSouth common stock and cash.
BellSouth, the premier communications company in the South, will use the rights
to broadcast a 100-plus channel digital wireless cable TV service to an
estimated 1.2 million potential customers in Miami. Pending regulatory approval
and other conditions to closing, the two companies expect to close by midsummer.
After New Orleans and Atlanta, Miami becomes the third major market in which
BellSouth has announced plans to offer digital wireless cable.
"BellSouth is eager to introduce customers in Miami to an alternative home
entertainment service that will provide the superior value and service they
expect from BellSouth. BellSouth wants all of its customers to think of
BellSouth first for their communications needs. With steps like the one we are
taking today, BellSouth is moving to make sure customers can call on BellSouth
for all their communications needs," said William F. Reddersen, group president
of long distance and video services for BellSouth.
BellSouth's digital wireless cable service would generally be available to
customers living within 35 miles of downtown Miami. Subscribers would receive
the broadcast service via antennas about the size of a laptop personal computer.
Digital wireless cable combines the digital satellite programming available from
direct broadcast satellite companies with the local programming not typically
available from those services.
The transaction will give BellSouth access to the Miami wireless cable TV market
for roughly $40 per lineof-sight household. BellSouth will continue with plans
to provide wired cable service in those portions of the Miami area where market
conditions support such offerings.
<PAGE>
National Wireless Holdings is a holding and strategic resources company for
wireless cable systems and other businesses. If the transaction is completed as
proposed, NWIR will have in excess of $60 million in cash and BellSouth
securities; a full-service teleport and satellite uplink facility in Miami; a 50
percent interest in EDSS, a provider of software which enables physicians to
electronically transmit health care claims to over 350 insurance companies; and
a strategic alliance with Spike Technologies, which has developed bidirectional
point-to-multipoint microwave antenna technology.
BellSouth is a $19 billion communications services company. It provides
telecommunications, wireless communications, directory advertising and
publishing, video, Internet and information services to more than 27 million
customers in 18 countries worldwide.
##
