<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Nucentrix Broadband Networks, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
670198 10 0
-----------
(CUSIP Number)
April 1, 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 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 13 Pages
<PAGE> 2
SCHEDULE 13G
CUSIP No. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quad-C Partners IV, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3) SEC USE ONLY
-----------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
817,450
6) SHARED VOTING POWER
-0-
7) SOLE DISPOSITIVE POWER
817,450
8) SHARED DISPOSITIVE POWER
-0-
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,450
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12) TYPE OF REPORTING PERSON
PN
Page 2 of 13 Pages
<PAGE> 3
SCHEDULE 13G
CUSIP No. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quad-C IV, L.L.C.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3) SEC USE ONLY
-----------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
817,450
6) SHARED VOTING POWER
-0-
7) SOLE DISPOSITIVE POWER
817,450
8) SHARED DISPOSITIVE POWER
-0-
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,450
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12) TYPE OF REPORTING PERSON
CO
Page 3 of 13 Pages
<PAGE> 4
SCHEDULE 13G
CUSIP No. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quad-C, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3) SEC USE ONLY
-----------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
1,514,585
6) SHARED VOTING POWER
-0-
7) SOLE DISPOSITIVE POWER
1,514,585
8) SHARED DISPOSITIVE POWER
-0-
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,585
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%
12) TYPE OF REPORTING PERSON
CO
Page 4 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terrence D. Daniels
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3) SEC USE ONLY
-----------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5) SOLE VOTING POWER
1,557,997
6) SHARED VOTING POWER
-0-
7) SOLE DISPOSITIVE POWER
1,557,997
8) SHARED DISPOSITIVE POWER
-0-
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,557,997
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.6%
12) TYPE OF REPORTING PERSON
IN
Page 5 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
Item 1(a). Name of Issuer.
NUCENTRIX BROADBAND NETWORKS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices.
200 Chisholm Place, Suite 200
Plano, TX 75075
Item 2(a). Name of Person Filing.
This Schedule 13G is filed by those persons named in Item 1 of pages
2-5 above, to which reference is hereby made.
Item 2(b). Address of Principal Business Office, or if none, Residence.
The address of the principal business office of each of the Filing
Parties is:
230 East High Street
Charlottesville, VA 22902
Item 2(c). Citizenship.
See item 4 of pages 2-5 of this Schedule 13G.
Item 2(d). Title of Class of Securities.
Common Stock, $.001 par value per share
Item 2(e). CUSIP Number.
670198 10 0
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
Page 6 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A saving association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[X]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
In connection with the corporate restructuring of the issuer under
Chapter 11 of the United States Code (the "Restructuring"), which became
effective as of April 1, 1999, all of the old common stock of the issuer was
canceled and new common stock of the restructured issuer was issued to the
holders of the issuer's old senior notes and convertible notes. Each of the
reporting persons was directly or indirectly issued common stock in the
Restructuring in exchange for the cancellation of its or his old senior notes.
Quad-C Partners IV, L.P. is the direct beneficial owner of 817,450
shares of common stock of the issuer. Quad-C IV, L.L.C. is the sole general
partner of Quad-C Partners IV, L.P., and, as such, may be deemed to beneficially
own the 817,450 shares of common stock held by Quad-C Partners IV, L.P.
Quad-C, Inc. has management agreements with the following investment
partnerships, and, as such, may be deemed to beneficially own the shares of
common stock held by such entities: Quad-C Partners IV, L.P. (817,450 shares)
and Quad-C Partners III, L.P. (410,078 shares). Quad-C, Inc. also serves as the
sole general partner of Quad-C Partners II, L.P., and, as such, may be deemed to
beneficially own the 287,057 shares of common stock held by Quad-C Partners II,
L.P.
Terrence D. Daniels is the sole manager and a controlling stockholder
of Quad-C IV, L.L.C., and, as such, may be deemed to beneficially own the
817,450 shares of common stock held by Quad-C Partners IV, L.P. Mr. Daniels also
is the direct beneficial owner of 32,569 shares of common stock and may be
deemed to beneficially own 10,843 shares through his interest in the Terrence
Daniels Trust. Mr. Daniels may also be deemed to beneficially own 410,078 shares
of common stock which are directly held by Quad-C Partners III, L.P. because he
is the sole manager of Quad-C II, L.L.C., the sole general partner of Quad-C
Partners III, L.P. In addition, Mr. Daniels may be deemed to beneficially own
287,057 shares of common stock which are directly held by Quad-C Partners II,
L.P. because he is the sole director and majority stockholder of Quad-C, Inc.,
the sole general partner of Quad-C Partners II, L.P.
Page 7 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
(b) Percent of Class:
See item 11 of pages 2-5 of this Schedule 13G.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See item 5 of pages 2-5 of this Schedule 13G.
(ii) shared power to vote or to direct the vote:
See item 6 of pages 2-5 of this Schedule 13G.
(iii) sole power to dispose or to direct the disposition of:
See item 7 of pages 2-5 of this Schedule 13G.
(iv) shared power to dispose or to direct the disposition of:
See item 8 of pages 2-5 of this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
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.
Item 10. Certification.
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.
Page 8 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
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.
QUAD-C PARTNERS IV, L.P.
BY: QUAD-C IV, L.L.C., its general partner
April 10, 1999 By: /s/ R. Ted Weschler
- -------------- -----------------------
Date Name: R. Ted Weschler
Title: Vice President
Page 9 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
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.
QUAD-C IV, L.L.C.
April 10, 1999 By: /s/ R. Ted Weschler
- -------------- --------------------------
Date Name: R. Ted Weschler
Title: Vice President
Page 10 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
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.
QUAD-C , INC.
April 10, 1999 By: /s/ R. Ted Weschler
- -------------- --------------------------
Date Name: R. Ted Weschler
Title: Vice President
Page 11 of 13 Pages
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SCHEDULE 13G
CUSIP No. 670198 10
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.
April 10, 1999 /s/ Terrence D. Daniels
- -------------- ------------------------
Date Terrence D. Daniels
Page 12 of 13 Pages
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
99.1 Joint Filing Agreement
</TABLE>
<PAGE> 1
SCHEDULE 13G
CUSIP No. 670198 10
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the persons below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G, and any and all amendments thereto,
with regard to the beneficial ownership of Common Stock, $0.001 par value, of
Nucentrix Broadband Networks, Inc., a Delaware corporation, and further agree
that this Joint Filing Agreement be included as an exhibit to any such joint
filing. In evidence thereof the undersigned hereby execute this Agreement as of
the 10th day of April, 1999.
QUAD-C PARTNERS IV, L.P.
By: QUAD-C IV, L.L.C., its general partner
By: /s/ R. Ted Weschler
---------------------------------
Name: R. Ted Weschler
Title: Vice President
QUAD-C IV, L.L.C.
By: /s/ R. Ted Weschler
-------------------------------
Name: R. Ted Weschler
Title: Vice President
QUAD-C, INC.
By: /s/ R. Ted Weschler
-----------------------------
Name: R. Ted Weschler
Title: Vice President
/s/ Terrence D. Daniels
----------------------------
Terrence D. Daniels
Page 13 of 13 Pages
