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)
Shares of Common Stock, $.01 par value
(Title of Class of Securities)
638560102
(CUSIP Number)
November 16, 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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
<PAGE>
CUSIP No. 638560102 SCHEDULE 13G
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Laurence S. Zimmerman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3 SEC Use Only
4 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
5 Sole Voting Power 44,700/1
6 Shared Voting Power 148,550/2
7 Sole Dispositive Power 44,700/1
8 Shared Dispositive Power 148,550/2
9 Aggregate Amount Beneficially Owned by Each Reporting Person 193,250/1/2
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9) 5.8%/3
12 Type of Reporting Person* IN
* SEE INSTRUCTIONS
1/ Includes, in addition to 34,700 shares owned individually by the Reporting
Person, 10,000 shares owned by LHC Communications LLC, of which the Reporting
Person is the sole member.
2/ Includes (a) 147,550 shares owned by Kimlar Consulting Corp., of which the
Reporting Person and his spouse are the sole stockholders and directors and
officers; and (b) an aggregate of 1,000 shares of Common Stock owned by
the Reporting Person's two minor children.
3/ Calculated on the basis of 3,333,000 shares of Common Stock outstanding,
as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended
July 31, 1999 (filed on September 13, 1999).
<PAGE>
Item 1(a). Name of Issuer:
National Wireless Holdings Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Item 2(a). Name of Person Filing:
Laurence S. Zimmerman
Item 2(b). Address of Principal Business Office or, if none, Residence:
156 West 56th Street, Suite 2001
New York, New York 10019
Item 2(c). Citizenship: United States
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e). CUSIP Number:
638560102
Item 3. If this statement is filed pursuant to Rules 13D-1(b) or 13D-2(b) or
(c), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: 193,250/1/2
(b) Percent of Class: 5.8%/3
1/ Includes, in addition to 34,700 shares owned individually by the Reporting
Person, 10,000 shares owned by LHC Communications LLC, of which the Reporting
Person is the sole member.
2/ Includes (a) 147,550 shares owned by Kimlar Consulting Corp., of which the
Reporting Person and his spouse are the sole stockholders and directors and
officers; and (b) an aggregate of 1,000 shares of Common Stock owned by
the Reporting Person's two minor children.
3/ Calculated on the basis of 3,333,000 shares of Common Stock outstanding,
as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended
July 31, 1999 (filed on September 13, 1999).
<PAGE>
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 44,700
(ii) Shared power to vote or to direct the vote 148,550
(iii) Sole power to vote or to direct the vote 44,7001
(iv) Shared power to dispose or to direct
the disposition of 148,5502
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:
See Notes 1 and 2 to the response to Item 4.
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.
Item 10(a). The following certification shall be included if the statement is
filed pursuant to ss.240.13d-l(b):
Not applicable.
1/ Includes, in addition to 34,700 shares owned individually by the Reporting
Person, 10,000 shares owned by LHC Communications LLC, of which the Reporting
Person is the sole member.
2/ Includes (a) 147,550 shares owned by Kimlar Consulting Corp., of which the
Reporting Person and his spouse are the sole stockholders and directors and
officers; and (b) an aggregate of 1,000 shares of Common Stock owned by
the Reporting Person's two minor children.
<PAGE>
Item 10(b). The following certification shall be included if the statement is
filed pursuant to ss.240.13d-l(c):
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.
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.
Dated: December 2, 1999
/s/ Laurence S. Zimmerman
Laurence S. Zimmerman
