<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
NATIONAL WIRELESS HOLDINGS INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
June 21, 1999
To the Holders of Common Stock:
The annual meeting of stockholders will be held at the offices of Junction
Investors, Ltd., 84 State Street, Boston, Massachusetts at 11:00 a.m. (local
time) on July 19, 1999. A formal Notice of the Annual Meeting, a proxy card and
Proxy Statement are attached hereto.
You are cordially invited to attend the annual meeting in person; if this
should be impossible, we request that you sign, date, and mail your proxy card
promptly.
Prompt return of your voted proxy will reduce the cost of further mailings.
You may revoke your voted proxy at any time prior to the meeting or vote in
person if you attend the meeting.
It is always a pleasure for me and the other members of the Board of
Directors to meet with our stockholders. We look forward to greeting as many of
you as possible at the meeting.
Terrence S. Cassidy
President and Chief Executive Officer
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
NOTICE OF ANNUAL MEETING
JULY 19, 1999
To the Holders of Common Stock:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
National Wireless Holdings Inc. will be held at 11:00 a.m. (local time) at the
offices of Junction Investors, Ltd., 84 State Street, Boston, Massachusetts, on
July 19, 1999, for the following purposes:
(1) To elect two (2) directors of the Company, each to serve for a
three-year term;
(2) To ratify the appointment of PricewaterhouseCoopers L.L.P. as
independent public accountants for the year 1999; and
(3) To take action upon any other matters that may properly come before the
meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Company will admit to the Annual Meeting stockholders of record, persons
holding proof of beneficial ownership or who have been granted proxies and any
other person that the Company, in its sole discretion, may elect to admit. If
you plan to attend the Annual Meeting, please check the appropriate box on your
proxy card.
Stockholders of record at the close of business on June 18, 1999 are
entitled to notice of, and to vote at the Annual Meeting or any adjournment
thereof. A list of such stockholders will be available at the Annual Meeting and
during the ten days prior thereto, at the office of the Company's counsel, Hahn
& Hessen LLP, 350 Fifth Avenue, in the City of New York, New York County, New
York.
By Order of the Board of Directors,
James Kardon
Secretary
New York, New York
June 21, 1999
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING PLEASE SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED PREPAID ENVELOPE.
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU EXPECT TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY. IF YOU DECIDE TO
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
PROXY STATEMENT
The enclosed proxy is being solicited by the Board of Directors of the
Company for use in connection with the annual meeting of stockholders to be held
on July 19, 1999. This proxy statement and enclosed proxy are first being sent
to stockholders on or about June 21, 1999. The mailing address of the principal
executive office of the Company is 249 Royal Palm Way, Suite 301, Palm Beach,
Florida 33480. The cost of preparing, printing and mailing the notice of
meeting, proxy, proxy statement and annual report will be borne by the Company.
Proxy solicitation other than by use of the mail may be made by regular
employees of the Company by telephone and personal solicitation. Banks,
brokerage houses, custodians, nominees and fiduciaries are being requested to
forward the soliciting material to their principals and to obtain authorization
for the execution of proxies, and may be reimbursed for their out-of-pocket
expenses incurred in connection therewith. There are no anticipated costs in
excess of those which are normally expended for a solicitation for an election
of directors in the absence of a contest, and costs represented by salaries and
wages of regular employees and officers. Any stockholder giving the enclosed
proxy has the right to revoke it at any time before it is voted. To revoke a
proxy, the stockholder must file with the Secretary of the Company either a
written revocation or a duly executed proxy bearing a later date. If you decide
to attend the meeting, you may revoke your proxy and vote your shares in person.
The record of stockholders entitled to notice of, and to vote at, the annual
meeting was taken at the close of business on June 18, 1999. At that date the
Company had outstanding 3,283,000 shares of Common Stock ($.01 par value) of the
Company ("Common Stock"). Each share of Common Stock is entitled to one vote. No
other class of securities is entitled to vote at this meeting.
The Proxies given pursuant to this solicitation will be voted at the meeting
or any adjournment thereof. Abstentions and broker non-votes are voted neither
"for" nor "against," and have no effect on the vote, but are counted in the
determination of a quorum. The vote required for approval or election, as the
case may be, is the affirmative vote of a majority of the required quorum.
<PAGE>
AVAILABLE INFORMATION AND SOURCES OF INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). The reports, proxy statements
and other information filed by the Company with the SEC can be inspected and
copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048, and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also may be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Reports and other information concerning the Company can be inspected and copied
at the offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
Statements contained in this Proxy Statement or in any document incorporated
by reference in this Proxy Statement as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
or incorporated by reference as an exhibit to the registration statement or such
other document, each such statement being qualified in all respects by such
reference.
No persons have been authorized to give any information or to make any
representation other than those contained in this Proxy Statement in connection
with the solicitations of proxies made hereby and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any other person. The delivery of this Proxy Statement shall
not under any circumstances create an implication that there has been no change
in the affairs of the Company since the date hereof or that the information
herein is correct as of any time subsequent to its date.
2
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the number of shares of Common Stock beneficially
owned by those known by the Company to own beneficially 5% or more of the Common
Stock, all the directors, and nominees for election as directors, each executive
officer listed in the table under the caption "Executive Compensation" and by
all directors and executive officers of the Company as a group. On June 18,
1999, there were 3,283,000 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE OF OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
- -------------------------------------------------- -------------------- -------
<S> <C> <C>
Terrence S. Cassidy............................... 492,333(1) 14.8%
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Thomas R. DiBenedetto............................. 38,000(2) 1.2%
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Louis B. Lloyd.................................... 10,000 *
156 W. 56th Street
New York, New York 10019
Michael A. McManus, Jr............................ 13,000 *
241-02 Northern Blvd.
Douglastown, New York 11362
Michael J. Specchio............................... 266,333(3) 8.0%
233 Garrard Drive
Rantoul, Illinois 61866
Timothy Mathews................................... 50,140(4) 1.5%
233 North Garrard
Rantoul, Illinois 61866
Paul Sinderbrand.................................. 50,966 1.6%
2300 N Street NW, Suite 700
Washington, DC 20037-1128
All officers and directors as a group (seven 930,772(1)(2)(3)(4) 27.4%
persons)........................................
Astoria Capital Partners, L.P..................... 287,000 8.7%
6600 SW 92(nd) Avenue, Suite 370
Portland, Oregon 97223
Avenir Corporation................................ 175,200(5) 5.3%
1725 K Street, NW Suite 410
Washington, D.C. 20006
Donaldson, Lufkin & Jenrette Securities 195,175(6) 5.9%
Corporation.....................................
(a subsidiary of The Equitable Companies
Incorporated
1290 Avenue of the Americas
New York, New York 10104)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE OF OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
- -------------------------------------------------- -------------------- -------
<S> <C> <C>
Nicholas Applegate Capital Management............. 168,100(7) 5.1%
600 West Broadway, 29(th) Floor
San Diego, California 92101
Wellington Management Company LLP................. 251,000(8) 7.6%
75 State Street
Boston, Massachusetts 02109
</TABLE>
The number of shares beneficially owned is deemed to include shares of the
Company's Common Stock as to which the beneficial owner has or shares either
investment or voting power. Unless otherwise stated, and except for voting
powers held jointly with a person's spouse, the persons and entities named in
the table have voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. All information with respect to
beneficial ownership is based on filings made by the respective beneficial
owners with the Securities and Exchange Commission (the "SEC") or information
provided to the Company by such beneficial owners.
- ------------------------
* Less than 1%.
(1) Includes 33,333 shares currently issuable upon exercise of an option, and
50,000 shares owned by a family trust, of which Mr. Cassidy disclaims
beneficial ownership of 25,000 shares.
(2) Includes 9,000 shares owned by Boston International Partners, L.P.
("BIPLP"), of which Mr. DiBenedetto is General Partner and in which he has
an approximate 56% partnership interest, and 9,000 shares owned by Boston
International Partners, LP--II, ("BIPLP-II") which is managed by an
affiliate of Mr. DiBenedetto and in which he has an approximate 7%
partnership interest. Mr. DiBenedetto's children own an additional 5% of
BIPLP, of which Mr. DiBenedetto disclaims beneficial ownership.
(3) Includes 33,333 shares currently issuable upon exercise of an option, and
50,000 shares owned by a family trust, of which Mr. Specchio disclaims
beneficial ownership.
(4) Includes 50,000 shares currently issuable upon the exercise of options.
(5) Includes 175,200 shares which Avenir Corporation ("AC") has the sole power
to vote or to direct the vote and sole dispositive power as reported on its
most recent Schedule 13G.
(6) Includes 127,450 shares which Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ") has sole power to vote or to direct the vote and 67,725
shares which DLJ has shared dispositive power. DLJ is a subsidiary of The
Equitable Companies Incorporated, of which a majority interest is
beneficially owned by AXA (formerly AXA-UAP), which is controlled by a group
consisting of AXA Conseil Vie Assurance Mutuelle (formerly Alpha Assurances
Vie Mutuelle), AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle,
and AXA Courtage Assurance Mutuelle, as reported on their most recent
Schedule 13G.
(7) Includes 168,100 shares which Nicholas Applegate Capital Management ("NACM")
has sole power to vote or to direct the vote and sole dispositive power, as
reported on its most recent Schedule 13G.
(8) Includes 33,000 shares which Wellington Management Company, LLP ("WMC") has
shared power to vote or to direct the vote and shared dispositive power, as
reported on its most recent Schedule 13G.
OPTION GRANTS
No stock option grants were made during the fiscal year ended October 31,
1998.
4
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The directors of the Company are divided into three classes, with directors
in each class serving three-year staggered terms. There are currently five
directors, consisting of two directors who are serving for a term which expires
at this Annual Meeting, two directors who are serving for a term which expires
at the Annual Meeting of Stockholders in 2000, and one director who is serving
for a term which expires at the Annual Meeting of Stockholders in 2001.
The Board of Directors has nominated Michael J. Specchio and Michael A.
McManus, Jr. to serve as directors of the Company until the Annual Meeting of
Stockholders in 2002 or until their respective successors are duly elected and
qualified.
Each nominee has consented to be a nominee and to serve as a director if
elected. Except as otherwise directed on the proxy card, the persons named as
proxies will vote for the election of each designated nominee. In the event that
a nominee should become unavailable for election as a director, the persons
named as proxies will vote for any substitute nominee as the Board of Directors
may select.
Set forth below is biographical information for Michael J. Specchio and
Michael A. McManus, Jr., and each person whose term of office as director will
continue after the Annual Meeting.
Information concerning the current directors and executive officers of the
Company is set forth as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- ----------------------------------------------------------------------
<S> <C> <C>
Terrence S. Cassidy................ 56 President, Chief Executive Officer and Director
Michael J. Specchio................ 52 Chairman and Director
Paul J. Sinderbrand................ 45 Executive Vice President and General Counsel
Timothy A. Mathews................. 36 Executive Vice President--Technology
Thomas R. DiBenedetto.............. 49 Director
Louis B. Lloyd..................... 56 Director
Michael A. McManus, Jr............. 56 Director
</TABLE>
NOMINEES FOR CLASS II DIRECTORS TO SERVE A THREE-YEAR TERM:
<TABLE>
<S> <C> <C>
MICHAEL J. SPECCHIO Director Since 1993 Age: 52
</TABLE>
Chairman. Mr. Specchio has been Chairman and a director of the Company since
September 1993. He has over 19 years of senior executive experience in the
hardwire cable, private cable and wireless cable industries. He was active in
the founding of the Wireless Cable Association and currently serves as a member
of its Board of Directors. Prior to 1995, for more than five years, Mr. Specchio
served as Chief Executive Officer of various of the predecessors of Preferred
Entertainment (now a subsidiary of Peoples Choice TV), all engaged in the
development of private wireless cable businesses. From 1992 until May 1994, Mr.
Specchio was Chairman of Preferred Entertainment and, from August 1993 to
January 1995, a director of Preferred Entertainment.
<TABLE>
<S> <C> <C>
MICHAEL A. MCMANUS, JR. Director Since 1994 Age: 56
</TABLE>
Mr. McManus has been a director of the Company since October 1994. He has
been President and CEO of Misonix Inc., a medical device company, since
November, 1998. He was President and Chief Executive Officer of New York Bancorp
Inc. ("NYBI") from 1991 to 1998, a director of NYBI from 1990 to 1998 and a
director and Vice Chairman of Home Federal Savings Bank, NYBI's subsidiary, from
1991 to 1998. He is also a director of Document Imaging System Corp. and Novavax
Inc. He has served in
5
<PAGE>
numerous government capacities, including Assistant to the President of the
United States from 1982 to 1985 and as Special Assistant to the Secretary of
Commerce during the Ford Administration.
INCUMBENT CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2000 ANNUAL
MEETING:
<TABLE>
<S> <C> <C>
TERRENCE S. CASSIDY Director Since 1993 Age: 56
</TABLE>
President and Chief Executive Officer. Mr. Cassidy has been President, Chief
Executive Officer and a director of the Company since its incorporation in
August 1993. He has been an independent financial consultant since 1988. Prior
to 1988, he served as a Vice President and principal of Allen & Company
Incorporated, an investment banking firm, for 15 years with a concentration in
communications. Prior to 1973, he served as co-director of research at Shields &
Company, a brokerage firm. Mr. Cassidy was a director of Preferred
Entertainment, Inc. ("Preferred Entertainment"), an operator of a wireless cable
system in Chicago, from August 1993 to January 1995. Mr. Cassidy is a director
of Absolute Bank, a Republic of Georgia bank.
<TABLE>
<S> <C> <C>
THOMAS R. DIBENEDETTO Director Since 1993 Age: 49
</TABLE>
Mr. DiBenedetto has been a director of the Company since October 1993. Since
1992, he has been President of Junction Investors, Ltd., an investment banking
firm based in Boston, Massachusetts. From 1989 until April 1993, he was Chairman
of Sioux Falls Cellular Communications, Inc. and, from 1989 to February 1993,
Chairman of Oklahoma Cellular, Inc., both cellular telephone companies. From
1982 to 1992, he was President of Boston International Group Securities
Corporation, a broker-dealer. He has been, since 1985, a director of Alexanders,
Inc., a retailing and real estate company which emerged from bankruptcy in 1994
pursuant to a plan of reorganization which provides for full payment to all
creditors. He is also a director of Showscan Corporation, a multi-media
entertainment company, and Absolute Bank, a Republic of Georgia bank.
INCUMBENT CLASS I DIRECTOR CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING:
<TABLE>
<S> <C> <C>
LOUIS B. LLOYD Director Since 1993 Age: 56
</TABLE>
Mr. Lloyd has been a director of the Company since October 1993. Since
December 1994 he has been Vice Chairman of Absolute Bank, a Republic of Georgia
bank. Since April 1996, he has been President of Belfinance Securities, Inc., a
broker-dealer. He was President and Chief Executive Officer of Republic New York
Securities Corporation, a brokerage firm subsidiary of Republic New York
Corporation, from 1991 to 1994. For more than five years prior to joining
Republic, Mr. Lloyd was a Senior Executive Vice President of Shearson Lehman
Brothers in its Worldwide Institutional Equity Trading and Sales Departments.
Since 1992 he has been Chairman of Antigua Enterprises, an apparel company.
STOCKHOLDER VOTE REQUIRED FOR PROPOSAL 1 AND BOARD RECOMMENDATION:
The election of the foregoing nominees for director requires the affirmative
vote of the holders of a plurality of the votes of the shares of Common Stock
present in person or represented by proxy at the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
FOREGOING NOMINEES.
6
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The current Executive Officers of the Company are set forth below, excluding
Messrs. Cassidy and Specchio whose biographies are set forth above.
PAUL J. SINDERBRAND Age: 45
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL. Mr. Sinderbrand has been
Executive Vice President and General Counsel of the Company since September
1993. He is a partner of Wilkinson, Barker, Knauer & Quinn, a Washington, D.C.
law firm, where he concentrates on communications law and represents a variety
of wireless communications providers. Prior to 1995, Mr. Sinderbrand was a
partner at Sinderbrand & Alexander, a Washington, D.C. law firm. During his 20
years as a practicing attorney he has participated in major regulatory
proceedings involving wireless cable television and drafted many regulations
which now govern the industry, including the proposal pursuant to which the FCC
established wireless cable television.
TIMOTHY A. MATHEWS Age: 36
EXECUTIVE VICE PRESIDENT--TECHNOLOGY. Mr. Mathews has served as the
Company's Executive Vice President--Technology since September 1995. For more
than seven years prior to that time, he served in a variety of managerial
capacities for other pay television companies, including in construction,
technical, supervisory, contractor, marketing and installation capacities. From
August 1993 to August 1994, he was Vice President of Operations of Preferred
Entertainment.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors to file initial reports of ownership and reports of changes in
ownership with the "SEC" and each exchange on which its securities are traded.
Officers and directors are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of such forms furnished to the Company, all requisite filings were
made in 1998.
BOARD OF DIRECTORS AND COMMITTEES
MEETINGS AND ATTENDANCE
During fiscal year ended October 31, 1998, there were three meetings of the
Board of Directors and all directors attended such meetings.
The two standing Committees of the Board of Directors are the Audit
Committee and the Option Committee.
AUDIT COMMITTEE
The members of this Committee are Messrs. DiBenedetto and Lloyd. The
Committee had one meeting in 1998 to review the 1997 audit. The Audit
Committee's function is to evaluate the adequacy of the Company's internal
accounting controls, review the scope of the audit by PricewaterhouseCoopers
L.L.P. and related matters pertaining to the examination of the financial
statements, review the nature and extent of any non-audit services provided by
the Company's independent accountants and make recommendations to the Board of
Directors with respect to the foregoing matters as well as with respect to the
appointment of the Company's independent accountants.
7
<PAGE>
OPTION COMMITTEE
The members of this Committee are Messrs. Lloyd and McManus. The Option
Committee had one meeting during 1998. The Option Committee administers the
Company's 1993 Stock Option Plan and the 1997 Equity Incentive Plan. The Option
Committee is generally empowered to interpret the 1993 Stock Option Plan and the
1997 Equity Incentive Plan, to prescribe rules and regulations relating thereto,
to determine the terms of the option agreements, to amend them with the consent
of the optionee, to determine the employees to whom options are to be granted,
and to determine the number of shares subject to each option and the exercise
price thereof.
REMUNERATION OF DIRECTORS AND RELATED MATTERS
Each member of the Board of Directors, other than any employee-director
(Messrs. Cassidy and Specchio are the only such employee-directors), receives an
annual fee of $5,000 and $500 per meeting attended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Paul Sinderbrand, Executive Vice President and General Counsel of the
Company, is a partner of Wilkinson, Barker, Knauer & Quinn, special counsel to
the Company on matters related to communications law. Mr. Sinderbrand owns
80,000 shares of Common Stock of the Company. The Company paid Wilkinson,
Barker, Knauer & Quinn, of which Mr. Sinderbrand is a partner, approximately
$18,025 for services rendered to the Company in fiscal 1998.
All current transactions between the Company, and its officers, directors
and principal stockholders or any affiliates thereof are, and in the future such
transactions will be, on terms no less favorable to the Company than could be
obtained from unaffiliated third-parties.
EXECUTIVE COMPENSATION
The following table sets forth information as to compensation paid by the
Company and its subsidiaries for the fiscal years ended October 31, 1996, 1997
and 1998 to each of the directors and executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
(E)
LONG TERM
COMPENSATION AWARDS (F)
(A) (B) (C) (D) SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
- -------------------------------------------- --------- --------- --------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C>
Terrence S. Cassidy, President and Chief
Executive Officer......................... 1998 220,000 -- -- --
1997 220,000 200,000 50,000 --
1996 220,000 -- -- --
Michael J. Specchio, Chairman............... 1998* 180,000 -- -- --
1997* 180,000 200,000 50,000 --
1996 180,000 -- -- --
Timothy Mathews, Executive Vice
President--Technology..................... 1998 120,000 -- -- --
1997 120,000 -- -- --
1996 120,000 -- -- --
</TABLE>
- ------------------------
* Paid to MJS Inc., an affiliate of Mr. Specchio.
8
<PAGE>
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS WITH EXECUTIVE OFFICERS
Pursuant to an employment agreement, dated September 27, 1993, Terrence S.
Cassidy is employed full-time at an annual salary of $220,000. On December 12,
1996, the Company entered into a Severance Benefit Agreement with Mr. Cassidy.
The agreement extends the term of his employment to September 2001, and provides
that in the event of a change in control of the Company, Mr. Cassidy may in
certain circumstances terminate his employment and receive severance benefit pay
equal to three times such executive's annual compensation, including certain
bonuses, if any.
Pursuant to a consulting agreement dated May 28, 1997 and expiring in
September 2001, between the Company and Michael J. Specchio, Inc. ("MJS Inc."),
a corporation which is affiliated with and employs Michael J. Specchio, MJS Inc.
is obliged to provide consulting services to the Company, including
substantially full-time services to be rendered by Mr. Specchio for an annual
fee of $180,000. The agreement, which terminates in the event of the death or
incapacity of Mr. Specchio, also provides that in the event of a change in
control of the Company, MJS Inc. may in certain circumstances terminate the
consulting agreement and receive severance benefit pay equal to three times the
annual compensation under the consulting agreement, including certain bonuses,
if any. Prior to May 18, 1997, Mr. Specchio was employed full-time by the
Company as an individual on substantially the same terms as provided in the
consulting agreement.
Pursuant to these agreements, each of Messrs. Cassidy and Specchio have
agreed not to compete with the Company during the term of his agreement and for
a period of one year thereafter, and the Company has agreed to indemnify each of
them against expenses incurred in any proceeding arising out of their employment
to the maximum extent provided by law.
REPORT OF BOARD OF DIRECTORS REGARDING COMPENSATION
The principal goal of the Company's compensation program is to help the
Company attract, motivate and retain the executive talent required to develop
and achieve the Company's strategic and operating goals with a view to
maximizing stockholder value. The key elements of this program and the
objectives of each element are as follows:
BASE SALARY:
- Establish base salaries that are competitive with those payable to
executives holding comparable positions at similar-sized wireless cable
companies.
- Provide periodic base salary increases as appropriate, consistent with the
Company's overall operating and financial performance, with a view to
rewarding successful individual performance and keeping pace with
competitive practices.
LONG-TERM INCENTIVE:
- Facilitate the alignment of executives' interests with those of the
Company's shareholders by providing opportunities for meaningful stock
ownership.
OPTION GRANTS:
- Executive officers are eligible to receive option grants, cash bonuses and
increases in salary based upon the performance of the Company and their
individual progress during the preceding year. Such grants, if any, are
determined by the Board of Directors from time to time during each fiscal
year with the input and recommendation of the Company's Chief Executive
Officer. Although the Board does not have an established policy for
measuring performance and establishing salary, bonuses and option grants,
the Board is influenced by the Company's financial performance and the
contributions made by individual executives to that performance. The Board
of Directors believes
9
<PAGE>
that such a retrospective analysis is most appropriate and practicable for
an acquisition-oriented company specializing in development-stage
enterprises like the Company, which operates in an uncertain environment
and without the same sorts of standard measures of performance as are
available to more seasoned companies. In addition, options may be granted
to attract new executives or directors. The Company does not consider the
amount and terms of options and stock already held by executive officers
in its deliberations to determine awards.
COMPENSATION OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN:
- The base salary of the Chief Executive Officer and the annual base fee of
MJS Inc., which provides the Chairman's services, are determined according
to the same principles described above as applicable to compensation of
the Company's other executive officers. When determining base salaries,
the Board of Directors considers salary, bonus and long-term incentive
compensation for other comparable companies in the high technology sector,
in similar geographic areas and at similar stages of growth and
development, as reported in public filings of such comparable companies.
The Board of Directors also has discussions with other industry executives
and financial advisors. The Chief Executive Officer and the Chairman each
have a great deal of experience in acquiring and building emerging
companies, and the Board views their leadership as a critical factor in
the successes the Company has achieved to date and as very important to
realization of the Company's near-term goals.
SUMMARY OF ACTIONS TAKEN
- Generally once a year, and at more frequent periodic intervals when deemed
necessary in individual cases, the Board of Directors reviews the
performance of the Company's executive officers. The Board of Directors
took no action concerning the performance of its executive officers,
including Messrs. Cassidy and Specchio, in 1998.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION:
- The Board of Directors consists of Messrs. Cassidy, Specchio, DiBenedetto,
Lloyd and McManus, of which Messrs. Cassidy and Specchio are employees of
the Company. Messrs. DiBenedetto, Lloyd and McManus participated in all
deliberations of the Company's Board of Directors concerning executive
officer compensation. There are no interlocks between the Company and
other entities involving the Company's executive officers and Board
members who serve as executive officers or Board members of such other
entities, except that Messrs. Cassidy, DiBenedetto and Lloyd are directors
of Absolute Bank, of which Mr. Lloyd is Vice Chairman.
PERFORMANCE GRAPH
The following graph provides a comparison of the Company's cumulative total
stockholder return on its Common Stock since the Company's initial public
offering in March 1994, with (a) the Nasdaq Market Index, which is being used as
the required broad entity market index and (b) the total return on a selected
peer group within Industry Group 725, the "Cable and Television Systems"
category for which data is compiled by Media General Financial Services, Inc.
("Peer Group").
The graph below is based on stockholder return, that is, the sum of the
dividends paid and the change in the market price of stock. The following graph
assumes $100 invested on March 9, 1994 (the date of inception of trading of the
Company's Common Stock) in the Company's Common Stock, the NASDAQ Composite
Index and the Peer Group. A $1.30 cash dividend was declared on the Company's
Common Stock in 1997. The comparisons in the graph are required by the SEC and
are not intended to forecast or be indicative of possible future performance of
the Company's Common Stock.
10
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NATIONAL WIRELESS HOLDINGS
INC. PEER GROUP BROAD MARKET
<S> <C> <C> <C>
9-Mar-94 100.00 100.00 100.00
1994 62.00 93.83 101.09
1995 108.00 99.99 119.91
1996 118.00 73.69 140.82
1997 119.53 101.43 184.55
1998 123.88 169.31 208.68
</TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, INDUSTRY INDEX AND BROAD
MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING OCTOBER 31:
MARCH 9 -----------------------------------------------------
COMPANY 1994 1994 1995 1996 1997 1998
- ------------------------------------------------------- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
National Wireless Holdings Inc......................... 100.00 62.00 108.00 118.00 119.53 123.88
Peer Group............................................. 100.00 93.83 99.99 73.69 101.43 169.31
Broad Market........................................... 100.00 101.09 119.91 140.82 184.55 208.68
</TABLE>
PROPOSAL 2
RATIFICATION OF THE COMPANY'S SELECTION OF ITS AUDITORS
The Board of Directors recommends to the stockholders that they ratify the
selection of PricewaterhouseCoopers L.L.P., independent auditors and successor
by merger with Coopers & Lybrand L.L.P., to audit the accounts of the Company
for fiscal year 1999. Coopers & Lybrand L.L.P. served as the Company's auditors
for fiscal year 1998. If the stockholders do not ratify this selection, the
Board of Directors will reconsider its selection of PricewaterhouseCoopers
L.L.P. and may appoint new auditors upon recommendation of the Audit Committee.
A representative of PricewaterhouseCoopers L.L.P. will be present at the
Annual Meeting and will have the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
11
<PAGE>
OTHER MATTERS
Management does not know of any business to be transacted at the meeting
other than as indicated herein. However, certain stockholders may present topics
for discussion from the floor. Should any such matter properly come before the
meeting for a vote, the persons designated as proxies will vote thereon in
accordance with their best judgment.
You are urged to sign, date and return the enclosed proxy in the prepaid
envelope provided for such purpose. It is hoped that registered stockholders
will give us advance notice of their plans by marking the box provided on the
proxy card.
If you will need special assistance at the Annual Meeting because of a
disability or if you require directions to the Meeting, please contact James
Kardon, the Secretary of the Company, at (212) 736-1000.
DEADLINE FOR SUBMITTING PROPOSALS FOR NEXT YEAR'S MEETING. Stockholders who
intend to present proposals in connection with the Company's 2000 Annual Meeting
of Stockholders must submit their proposals to the Corporate Secretary of the
Company on or before October 31, 1999.
James Kardon
SECRETARY
New York, New York
June 21, 1999
12
<PAGE>
PROXY
NATIONAL WIRELESS HOLDINGS INC.
PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 19, 1999
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of National Wireless Holdings Inc. (the "Company") to be
held on July 19, 1999 and the Proxy Statement in connection therewith, each
dated June 21, 1999; (b) appoints Terrence S. Cassidy and Michael J. Specchio as
Proxies, or any of them, each with the power to appoint a substitute; (c)
authorizes the Proxies to represent and vote, as designated hereon, all the
shares of Common Stock of the Company, held of record by the undersigned on June
18, 1999, at such Annual Meeting and at any adjournment(s) thereof; and (d)
revokes any proxies heretofore given.
<TABLE>
<S> <C>
SEE REVERSE
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE SIDE.
</TABLE>
<TABLE>
<S> <C> <C>
1. Election of Directors / / FOR nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual, strike a line through the nominee's name in the list below.)
</TABLE>
CLASS II DIRECTORS: Michael J. Specchio Michael A. McManus, Jr.
<PAGE>
2. Ratification of PricewaterhouseCoopers L.L.P. as the Company's independent
auditors
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WILL BE VOTED as directed, or, if no contrary direction is indicated,
will be voted FOR the election of director, and FOR the ratification of
PricewaterhouseCoopers L.L.P. as independent auditors and as said proxies deem
advisable on such other matters as may properly come before the meeting.
SIGNATURE(S) ______________________
SIGNATURE(S) ______________________
NOTE: Please sign exactly as name
appears hereon. Joint owners
should each sign. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
DATE ______________________________
