SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
NUCENTRIX BROADBAND NETWORKS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
670198100
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 25, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 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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Cusip No. 670198100
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,108,866*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 11.1%*
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14) Type of Reporting Person (See Instructions): IA
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* Cerberus Partners, L.P. ("Cerberus") is the holder of 257,100 shares of common
stock of Nucentrix Broadband Networks, Inc. (the "Company"); Cerberus
International, Ltd. ("International") is the holder of 514,200 shares of common
stock of the Company; Cerberus Institutional Partners, L.P. ("Institutional") is
the holder of 73,666 shares of common stock of the Company; and certain private
investment funds (the "Funds") in the aggregate are the holders of 263,900
shares of common stock of the Company. Stephen Feinberg possesses sole power to
vote and direct the disposition of all securities of the Company owned by each
of Cerberus, International, Institutional and the Funds. Thus, for the purposes
of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own
1,108,866 shares of common stock of the Company, or 11.1% of those issued and
outstanding. See Item 5 for further information.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's quarterly report on
Form 10-Q for the quarterly period ended March 31, 1999, there were issued and
outstanding as of May 12, 1999 10,000,000 Shares. As of May 25, 1999, (i)
Cerberus was the holder of 257,100 Shares, (ii) International was the holder of
514,200 Shares, (iii) Institutional was the holder of 73,666 Shares and (iv) the
Funds in the aggregate were the holder of 263,900 Shares. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company owned by each of Cerberus, International, Institutional and the Funds.
Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to
beneficially own 1,108,866 Shares, or 11.1% of those issued and outstanding.
Since the filing of the Schedule 13D Amendment No. 1 by Mr. Feinberg
as of April 19, 1999, the only transactions in Shares by Mr. Feinberg, or any
person or entity controlled by him or any person or entity for which he
possesses voting or investment control over the securities thereof, were as
follows (each of which were effected in an ordinary brokerage transaction):
I. Cerberus Partners, L.P.
Date Quantity Price
(Purchases)
May 25, 1999 32,000 $25.75
(Sales)
April 22, 1999 6,100 $36.02
II. Cerberus International, Ltd.
Date Quantity Price
(Purchases)
May 25, 1999 63,000 $25.75
(Sales)
April 22 1999 12,300 $36.02
<PAGE>
III. Cerberus Institutional Partners, L.P.
Date Quantity Price
(Purchases)
May 25, 1999 9,000 $25.75
(Sales)
April 22, 1999 1,800 $36.02
IV. The Funds
Date Quantity Price
(Purchases)
May 25, 1999 32,000 $25.75
(Sales)
April 22, 1999 6,300 $36.02
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
As of May 25, 1999
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus International,
Ltd., Cerberus Institutional
Partners, L.P. and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
