SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NATIONAL WIRELESS HOLDINGS INC.
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(Name of Issuer)
Shares of Common Stock, $.01 par value
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(Title of Class of Securities)
638560102
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(CUSIP Number)
Laurence S. Zimmerman
LHC Communications LLC
600 Madison Avenue, 25th Floor
New York, New York 10022
with a copy to:
Edward Klimerman, Esq.
RubinBaum LLP
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
(212) 698-7700
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7(b) for other
parties to whom copies are to be sent.
*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).
Page 1 of 6
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SCHEDULE 13D
CUSIP NO. 638560102 PAGE 2 OF 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LAURENCE S. ZIMMERMAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER 88,350
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 160,950(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 88,350
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 160,950(1)
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,300(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%(2)
14 TYPE OF REPORTING PERSON*
IN
(1)Includes (a) 159,950 shares owned by Kimlar Consulting Corp., which the
Reporting Person controls and of which the Reporting Person and his spouse are
the sole stockholders and directors and officers, but which might be deemed to
share voting power with the Reporting Person; and (b) an aggregate of 1,000
shares of Common Stock owned by two of the Reporting Person's minor children.
(2)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 quarterly period
ended July 31, 2000 (filed on September 14, 2000).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
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This Amendment No. 1 (the "Amendment") amends and supplements the
Schedule 13D filed on May 17, 2000 (the "Schedule 13D") on behalf of Laurence S.
Zimmerman with respect to the Common Stock, $.01 par value per share (the
"Shares"), of National Wireless Holdings Inc., a Delaware corporation (the
"Issuer").
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
During May and August, 2000 but prior to the sales described in Item 5(c)
below, Mr. Zimmerman acquired an additional total of 34,200 Shares for
approximately $740,710, using his personal funds; and Mr. Zimmerman's controlled
entity, Kimlar Consulting Corp., acquired an additional 17,500 Shares for
approximately $340,025, using working capital.
Item 5. Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) and (b)
See the Information contained in Item 7-13 of the Reporting Person's cover
page for the aggregate number and percentage of total outstanding Shares
beneficially owned by the Reporting Person.
(c) The table set forth in Exhibit 1 hereto contains certain
information with respect to all transactions in the Shares effected by the
Reporting Person during the past 60 days, consisting of the sale of 66,550
Shares on November 6, 2000, and is incorporated herein by reference. Some other
sales had been made after the purchases described in Item 3 above but prior to
the sales set forth in Exhibit 1.
Page 3 of 6
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Item 7. Materials to be Filed as Exhibits.
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Exhibit 1: Sales of Shares by the Reporting Person during the past 60
days.
Page 4 of 6
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SIGNATURES
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: November 21, 2000
/s/ Laurence S. Zimmerman
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Laurence S. Zimmerman
Page 5 of 6
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Exhibit 1
Sales of Shares by Laurence S. Zimmerman during the past 60 days
(all transactions effected on NASDAQ Small Cap Market)
PRICE PER SHARE
DATE NUMBER OF SHARES SOLD (AFTER COMMISSIONS AND FEES)
11/6/00 11,550 $14.830
11/6 15,000 14.701
11/6 10,000 14.706
11/6 20,000 14.831
11/6 10,000 14.831
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