NATIONAL WIRELESS HOLDINGS INC
SC 13G, 1998-07-21
CABLE & OTHER PAY TELEVISION SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C 20549


                                  SCHEDULE 13G
 

                   Under the Securities Exchange Act of 1934


                               (Amendment No. __)*


                            National Wireless Holdings Inc.
       -----------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
       -----------------------------------------------------------------
                         (Title of Class of Securities)

                                    638560102
                      ----------------------------------
                                 (CUSIP Number)




*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 5 pages

<PAGE>



CUSIP No. 638560102                   13G                 Page 2 of 5 Pages


 1    NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

           Avenir Corporation
           IRS ID No.: 54-1146619

 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                               (a) /__/
                                               (b) / /
 3    SEC USE ONLY


 4         CITIZENSHIP OR PLACE OF ORGANIZATION 
               State of Virginia, United States

                5    SOLE VOTING POWER
 NUMBER OF                175,200

  SHARES        6     SHARED VOTING POWER
                             0
BENEFICIALLY

  OWNED BY      7     SOLE DISPOSITIVE POWER
                           175,200
   EACH

 REPORTING

  PERSON        8     SHARED DISPOSITIVE POWER
                             0
   WITH


 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     175,200

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                         

11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                     5.3%

12    TYPE OF REPORTING PERSON*

                     IA




<PAGE>



CUSIP No. 638560102                   13G                 Page 3 of 5 Pages


Item 1.
      (a)       Name of Issuer

                National Wireless Holdings Inc.

      (b)       Address of Issuer's Principal Executive Offices

                249 Royal Palm Way, Suite 301
                Palm Beach, FL  33480

Item 2.
      (a)       Name of Person Filing

                Avenir Corporation

      (b)       Address of Principal Business Office or, if none, Residence

                1725 K Street, NW Ste 410
                Washington, D.C.  20006

      (c)       Citizenship

                U.S.A. - State of Virginia

      (d)       Title of Class of Securities

                Common Stock

      (e)       CUSIP Number

                638560102

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

      (a) /__/       Broker or Dealer registered under Section 15 of the Act

      (b) /__/       Bank as defined in section 3(a)(6) of the Act

      (c) /__/       Insurance Company as defined in section 3(a)(19) of the act

      (d) /__/       Investment Company registered under section 8 of the
                     Investment Company Act

      (e) /X_/       Investment Adviser registered under section 203 of the
                     Investment Advisers Act of 1940

      (f) /__/       Employee Benefit Plan, Pension Fund which is subject
                     to the provisions of the Employee Retirement Income
                     Security Act of 1974 or Endowment Fund; see
                     Section 240.13d-l(b)(l)(ii)(F)

      (g) /__/       Parent Holding Company, in accordance with
                     Section 240.13d-l(b)(ii)(G) (Note: See Item 7)




<PAGE>



CUSIP No. 638560102                   13G                 Page 4 of 5 Pages



      (h) /__/       Group, in accordance with Section 240.13d-l(b)(l)(ii)(H)

Item 4. Ownership

        If the percent of the class owned, as of December 31 of the year covered
by  the  statement,  or as of  the  last  day of any  month  described  in  Rule
13d-l(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.

      (a)       Amount Beneficially Owned
                     175,200

      (b)       Percent of Class
                     5.3%

      (c)       Number of shares as to which such person has:

           (i)   sole power to vote or to direct the vote
                     175,200
           (ii)  shared power to vote or to direct the vote
                     0
           (iii) sole power to dispose or to direct the dispostion of
                     175,200
           (iv)  shared power to dispose or to direct the disposition of
                     0

Item 5. Ownership of Five Percent or Less of a Class

         Not Applicable

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






<PAGE>



CUSIP No. 638560102                   13G                 Page 5 of 5 Pages

Item 10. Certification

           By signing  below I certify  that,  to the best of my  knowledge  and
           belief,  the  securities  referred  to  above  were  acquired  in the
           ordinary  course of business and were not acquired for the purpose of
           and do not have the effect of changing or influencing  the control of
           the issuer of such  securities  and were not  acquired in  connection
           with or as a participant in any  transaction  having such purposes or
           effect.

        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.


                                                       July 20, 1998
                                             -------------------------------
                                                         Date

                                             /s/ Charles G. Mackall, Jr.
                                             -------------------------------
                                                       Signature
          
                                             Charles G. Mackall, Jr.
                                             President
                                             -------------------------------
                                                   Name/Title




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