SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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
(CUSIP Number)
Laurence S. Zimmerman
LHC Communications LLC
599 Lexington Avenue, Suite 2300
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)
May 16, 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. x
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).
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SCHEDULE 13D
CUSIP NO. 638560102 PAGE 2 OF 9
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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 113,900(1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 165,050(2)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 113,900(1)
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 165,050(2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,950(1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%(3)
14 TYPE OF REPORTING PERSON*
IN
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(1)Includes, in addition to 103,900 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., 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 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 quarterly
period ended January 31, 2000 (filed on March 10, 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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Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the Common Stock, $.01 par
value NIS per share (the "Shares"), of National Wireless Holdings Inc., a
Delaware corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 249 Royal Palm Way, Suite 301, Palm Beach, Florida 33480.
Item 2. Identity and Background.
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This Statement on Schedule 13D is filed on behalf of Laurence S.
Zimmerman. Mr. Zimmerman's business address is c/o LHC Communications LLC,
599 Lexington Avenue, Suite 2300, New York, New York 10022. Mr. Zimmerman's
principal occupation is being President of LHC Communications LLC, a private
investment firm beneficially owned by Mr. Zimmerman which has interests in
technology, wireless telephony, wireless cable, telecommunications and other
investments.
During the past five years Mr. Zimmerman has not (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr. Zimmerman is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Zimmerman acquired the 103,900 Shares individually owned by him for
approximately $2,520,264, using his personal funds; the 1,000 Shares owned by
his minor
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children for approximately $22,000, using his personal funds; LHC Communications
LLC, of which Mr. Zimmerman is the sole member, acquired its 10,000 Shares for
approximately $180,000 using working capital; and Mr. Zimmerman's controlled
entity, Kimlar Consulting Corp., acquired its 165,050 Shares for approximately
$2,947,050, using working capital. See Item 5(c) and Exhibit 1 hereto for the
portion of the above-mentioned purchases by the Reporting Person during the past
60 days. The Reporting Person and his controlled entities possess portfolios
generally containing securities other than those of the Issuer and held in
margin accounts at major domestic brokerage firms which may have debit balances.
Since the portfolio securities generally include shares other than those of the
Issuer, it is impractical to determine the amount borrowed with respect to the
Shares held in such general accounts.
Item 4. Purpose of the Transaction.
As reflected by the Reporting Person's Schedule 13G filed with respect
to the Shares on December 2, 1999 (as amended by Amendment No. 1 filed on
February 11, 2000), the Reporting Person had initially acquired the Shares for
investment purposes. However, the Reporting Person has become increasingly
dissatisfied with the Issuer's performance, particularly the failure of the
Issuer's management to move decisively to utilize its available funds to exploit
opportunities in the telecommunications market or to otherwise take action to
maximize shareholder value. The Reporting Person expressed his dissatisfaction
to the Board of Directors at its February 10, 2000 meeting, which at his request
he was permitted to attend as a guest. However, the Reporting Person does not
believe that management or the Board have taken the necessary corrective
actions. Accordingly, the Reporting Person has now decided to consider
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and possibly promote appropriate methods to maximize shareholder value and the
profitability of his investment, including, without limitation, the possible
actions described below.
As a substantial stockholder of the Issuer and in light of the Issuer's
disappointing performance, the Reporting Person intends to closely scrutinize
and monitor developments at the Issuer and may attempt to affect the policies of
the Issuer, with or without the possible cooperation of as yet uncontacted
stockholders, in order that the long-term potential shareholder value of the
Issuer and the profitability of his investment be realized.
The Reporting Person may consider seeking representation on the Board
of Directors of the Issuer in the future. The Reporting Person may suggest to
the Issuer business strategies and strategic alternatives to enhance shareholder
value, which might include, among other things, acquisitions, dispositions,
changes in management or a merger, and the Reporting Person may decide to
attempt to identify investment opportunities to the Issuer or to contact
strategic or financial buyers for the Issuer or a portion of its assets. The
Reporting Person may also consider the possibility of engaging in a proxy
solicitation or acquiring control of the Issuer in the future, alone or with
others. It should not, however, be assumed that the Reporting Person will
formulate a plan to acquire control of the Issuer, seek representation on the
Board of Directors of the Issuer or cause the Issuer to pursue any particular
strategic alternative. The Reporting Person has not had any discussion with the
Issuer with respect to or representation on the Board of Directors. The
Reporting Person intends to review his position with respect to the Issuer and
his Shares from time to time.
Subject to applicable legal requirements and the factors referred to
below, the Reporting Person (personally or through controlled entities) may
purchase from time to time in
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open market or privately negotiated transactions additional Shares. In
determining whether to purchase additional Shares, the Reporting Person intends
to consider various factors, including, without limitation, the following: the
availability of Shares for purchase at particular price levels; the business and
prospects of the Issuer; the cash availability and needs of the Reporting Person
and his controlled entities; other business and investment opportunities
available to the Reporting Person; economic conditions; competitive conditions,
stock market and money market conditions; applicable legal and regulatory
requirements, if any; and other plans and requirements of the Reporting Person.
In addition, depending upon, among other things, the matters referred to above,
the Reporting Person may determine to dispose of all or a portion of his Shares
and the Shares held by his controlled entities.
The Reporting Person's actions could also include one or more of the
other transactions, changes or event specified in clauses (a) through (j) of
Item 4 of the form of Schedule 13D, although the Reporting Person does not have
any present specific plans or proposals in this regard.
Item 5. Interest in Securities of the Issuer.
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(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, and is incorporated herein by reference.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any other person with
respect to any securities of the Issuer (including, but not limited to, any
contract, arrangement, understanding or relationship involving the transfer or
voting or any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies), although the Reporting Person
reserves the right to develop such in the future.
Item 7. Materials to be Filed as Exhibits.
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Exhibit 1: Purchases of Shares by the Reporting Person during the past
60 days.
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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: May 16, 2000
/s/ Laurence S. Zimmerman
Laurence S. Zimmerman
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Exhibit 1
Purchases 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 PURCHASED (BEFORE COMMISSIONS AND FEES)
3/16/00 7,500 $32.50
3/17 500 30.875
3/17 500 30.875
3/17 500 30.875
3/17 500 30.625
3/17 1,000 31.00
3/20 1,000 30.00
3/27 100 29.25
3/31 800 30.125
4/4 1,000 29.75
5/4 900 20.50
5/7 5,000 18.781
5/8 5,000 18.80
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