<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 0-23694
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
NUCENTRIX BROADBAND NETWORKS, INC.
(f/k/a HEARTLAND WIRELESS COMMUNICATIONS, INC.)
200 CHISHOLM PLACE, SUITE 200
PLANO, TEXAS 75075
<PAGE> 2
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits as of December 31, 1998 2
Statement of Net Assets Available for Benefits as of December 31, 1997 3
Statement of Changes in Net Assets Available for Benefits - For the year
ended December 31, 1998 4
Statement of Changes in Net Assets Available for Benefits - For the year
ended December 31, 1997 5
Notes to Financial Statements 6
SCHEDULES
1 Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998 11
2 Item 27d - Schedule of Reportable Transactions - For the year ended December 31, 1998 12
</TABLE>
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
Heartland Wireless Communications, Inc.
401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of the Heartland Wireless Communications, Inc. 401(k) Plan (the
"Plan") as of December 31, 1998 and 1997, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, Item 27a -
Schedule of Assets Held for Investment Purposes as of December 31, 1998 and
Item 27d - Schedule of Reportable Transactions for the year ended December 31,
1998, are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The individual fund information in the statement of net assets available
for benefits and the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. These supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ KPMG LLP
Dallas, Texas
June 16, 1999
1
<PAGE> 4
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Statement of Net Assets Available for Benefits
December 31, 1998
<TABLE>
<CAPTION>
GOLDMAN HEARTLAND
WASHINGTON THE THE THE SACHS WIRELESS
MUTUAL GROWTH INVESTMENT BOND MONEY COMMUNICATIONS,
INVESTORS FUND OF COMPANY OF FUND OF MARKET INC.
FUND AMERICA AMERICA FUND AMERICA FUND COMMON STOCK TOTAL
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 5):
Goldman Sachs Money Market Fund $ -- -- -- -- 20,167 -- 20,167
Mutual funds 138,606 155,436 104,307 -- -- -- 398,349
Bond fund -- -- -- 34,569 -- -- 34,569
Heartland Wireless Communications,
Inc. common stock -- -- -- -- -- 2,622 2,622
---------- ---------- ---------- ---------- ---------- ---------- ----------
138,606 155,436 104,307 34,569 20,167 2,622 455,707
Receivables:
Participant contributions receivable 2,708 2,740 1,777 262 171 -- 7,658
Investment income receivable 19 17 17 -- 85 12 150
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 141,333 158,193 106,101 34,831 20,423 2,634 463,515
---------- ---------- ---------- ---------- ---------- ---------- ----------
Liabilities:
Refunds payable 5,396 1,757 4,579 1,434 -- 157 13,323
Due for unsettled trades 3,074 2,848 1,934 261 -- -- 8,117
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total liabilities 8,470 4,605 6,513 1,695 -- 157 21,440
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $ 132,863 153,588 99,588 33,136 20,423 2,477 442,075
========== ========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to the financial statements.
2
<PAGE> 5
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Statement of Net Assets Available for Benefits
December 31, 1997
<TABLE>
<CAPTION>
GOLDMAN HEARTLAND
WASHINGTON THE THE THE SACHS WIRELESS
MUTUAL GROWTH INVESTMENT BOND MONEY COMMUNICATIONS,
INVESTORS FUND OF COMPANY OF FUND OF MARKET INC.
FUND AMERICA AMERICA FUND AMERICA FUND COMMON STOCK TOTAL
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 5):
Goldman Sachs Money Market Fund $ -- -- -- -- 8,221 -- 8,221
Mutual funds 63,837 59,871 43,050 -- -- -- 166,758
Bond fund -- -- -- 6,901 -- -- 6,901
Heartland Wireless Communications,
Inc. common stock -- -- -- -- -- 104,164 104,164
---------- ---------- ---------- ---------- ---------- ---------- ----------
63,837 59,871 43,050 6,901 8,221 104,164 286,044
Receivables:
Employer contributions receivable -- -- -- -- -- 6,818 6,818
Participant contributions receivable 4,393 4,353 2,870 913 385 7,031 19,945
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 68,230 64,224 45,920 7,814 8,606 118,013 312,807
---------- ---------- ---------- ---------- ---------- ---------- ----------
Liabilities - refunds payable 1,915 258 3,960 129 257 9,503 16,022
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $ 66,315 63,966 41,960 7,685 8,349 108,510 296,785
========== ========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to the financial statements.
3
<PAGE> 6
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1998
<TABLE>
<CAPTION>
HEARTLAND
THE GOLDMAN WIRELESS
WASHINGTON THE INVESTMENT THE SACHS COMMUNICATIONS,
MUTUAL GROWTH COMPANY OF BOND MONEY INC.
INVESTORS FUND OF AMERICAN FUND OF MARKET COMMON
FUND AMERICA FUND AMERICA FUND STOCK TOTAL
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Employer's contributions $ -- -- -- -- -- 64,426 64,426
Participants' contributions 56,673 60,734 41,630 12,085 7,224 48,926 227,272
--------- --------- --------- --------- --------- --------- ---------
Total contributions 56,673 60,734 41,630 12,085 7,224 113,352 291,698
Employee rollovers from other plans 21,173 20,760 21,173 15,332 7,245 -- 85,683
Investment income (loss):
Dividend and interest income 1,904 748 1,228 1,265 548 348 6,041
Net appreciation (depreciation)
in fair value of investments 15,125 30,129 14,041 (222) -- (192,601) (133,528)
--------- --------- --------- --------- --------- --------- ---------
Net investment income (loss) 17,029 30,877 15,269 1,043 548 (192,253) (127,487)
--------- --------- --------- --------- --------- --------- ---------
Total additions 94,875 112,371 78,072 28,460 15,017 (78,901) 249,894
Deductions from net assets attributed to:
Benefits Paid 28,578 26,915 17,680 3,426 3,630 24,375 104,604
--------- --------- --------- --------- --------- --------- ---------
Total deductions 28,578 26,915 17,680 3,426 3,630 24,375 104,604
--------- --------- --------- --------- --------- --------- ---------
Net increase (decrease)
prior to interfund transfers 66,297 85,456 60,392 25,034 11,387 (103,276) 145,290
Interfund transfers, net 251 4,166 (2,764) 417 687 (2,757) --
--------- --------- --------- --------- --------- --------- ---------
Net increase (decrease) 66,548 89,622 57,628 25,451 12,074 (106,033) 145,290
Net assets available for benefits:
Beginning of year 66,315 63,966 41,960 7,685 8,349 108,510 296,785
--------- --------- --------- --------- --------- --------- ---------
End of year $ 132,863 153,588 99,588 33,136 20,423 2,477 442,075
========= ========= ========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 7
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1997
<TABLE>
<CAPTION>
GOLDMAN HEARTLAND
WASHINGTON THE THE THE SACHS WIRELESS
MUTUAL GROWTH INVESTMENT BOND MONEY COMMUNICATIONS,
INVESTORS FUND OF COMPANY OF FUND OF MARKET INC.
FUND AMERICA AMERICA FUND AMERICA FUND COMMON STOCK TOTAL
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Employer's contributions $ -- -- -- -- -- 96,759 96,759
Participants' contributions 49,947 51,777 31,877 7,103 7,316 138,791 286,811
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total contributions 49,947 51,777 31,877 7,103 7,316 235,550 383,570
Employee rollovers from other plans 186 558 186 -- -- -- 930
Investment income (loss):
Dividend and interest income 1,627 465 488 328 313 624 3,845
Net appreciation (depreciation)
in fair value of investments 11,419 9,066 7,120 75 -- (186,531) (158,851)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net investment income (loss) 13,046 9,531 7,608 403 313 (185,907) (155,006)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 63,179 61,866 39,671 7,506 7,629 49,643 229,494
Deductions from net assets attributed to:
Benefits Paid 29,402 25,143 19,120 2,079 3,687 70,020 149,451
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total deductions 29,402 25,143 19,120 2,079 3,687 70,020 149,451
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease)
prior to interfund transfers 33,777 36,723 20,551 5,427 3,942 (20,377) 80,043
Interfund transfers, net 1,255 1,225 1,217 49 989 (4,735) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 35,032 37,948 21,768 5,476 4,931 (25,112) 80,043
Net assets available for benefits:
Beginning of year 31,283 26,018 20,192 2,209 3,418 133,622 216,742
---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $ 66,315 63,966 41,960 7,685 8,349 108,510 296,785
========== ========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 8
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) DESCRIPTION OF PLAN
The following description of the Heartland Wireless Communications,
Inc. 401(k) Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(a) GENERAL
The Plan was established for the benefit of the employees of
Nucentrix Broadband Network, Inc. (formerly Heartland
Wireless Communications, Inc.) ("the Employer" or the
"Company") effective January 1, 1996. Participant
contributions began the pay period ended June 15, 1996.
The Plan is a defined contribution plan sponsored by the
Company. Employees are eligible to participate in the Plan
upon the completion of six months of service during which
time they have been credited with 1,000 hours of service and
have attained the age of twenty-one. The Plan is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
(b) CONTRIBUTIONS
Each participant may make elective contributions pursuant to
a salary reduction election while a participant in the Plan
("Elective Contributions"). Elective Contributions are
limited from two to ten percent of the participant's
compensation. The maximum salary reduction amount for 1998
and 1997 is $10,000 and $9,500, respectively.
The Company, at its discretion, may make matching
contributions to the Plan. The Company discontinued matching
contributions on October 2, 1998 in conjunction with the
filing of a pre-negotiated plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code ("Plan of
Reorganization") on December 4, 1998. See notes 7 and 10. The
Company has not reinstituted matching contributions in 1999.
Prior to October 2, 1998, the amount of the matching
contribution was $.50 for each $1 contributed up to a maximum
amount of 2% of a participant's compensation. The Company, at
its discretion, may also make a profit sharing contribution
which is allocated in accordance with the safe harbor for
permitted disparity. The Company has not exercised its
discretion to make profit sharing contributions. Any Company
profit sharing contributions and matching contributions are
referred to as "Non-Elective Contributions". The aggregate
amount (determined on an annual basis) of Elective
Contributions to the Plan and other Company retirement plans
and Non-Elective Contributions to the Plan and other Company
retirement plans on behalf of the participant are limited to
the lesser of $30,000 or 25% of the participant's annual
compensation.
(c) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
Elective Contributions and an allocation of the Company's
matching contribution and Plan earnings (losses). Allocations
are based on Elective Contributions, as defined. Company
matching contributions forfeited by terminated employees are
used to reduce any future matching contributions of the
Company.
6
<PAGE> 9
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(d) INVESTMENT PROGRAM AND VESTING
The Plan allowed participants to direct the investments of
their Elective Contributions into five different investment
options during 1998 and 1997.
The investment programs of the Plan were as follows:
o Washington Mutual Investors Fund - invests in high
quality common stocks and securities convertible
into such common stock. The stated investment
objective of the fund is to produce income and to
provide an opportunity for growth of principal
consistent with sound common stock investing.
o The Growth Fund of America - invests in a
diversified portfolio consisting primarily of common
stocks, with some assets also held in securities
convertible into common stocks, cash and cash
equivalents, debt securities, or nonconvertible
preferred stocks. The fund's investment objective is
growth of capital.
o The Investment Company of America Fund - invests
primarily in common stocks; however, assets are also
held in securities convertible into common stocks,
debt securities, cash or cash equivalents, U.S.
Government securities, private placement securities
or nonconvertible preferred stock. The fund attempts
to achieve its investment objective of long-term
growth of capital and income by giving more weight
to the possibilities of appreciation and potential
dividends than current yield.
o The Bond Fund of America - invests substantially all
of its assets in marketable corporate debt
securities, U.S. Government securities,
mortgage-related securities, other asset-backed
securities and cash or money market instruments,
with at least approximately two-thirds of the fund's
total assets usually invested in bonds. The fund's
objective is to provide as high a level of current
income as is consistent with the preservation of
capital.
o Goldman Sachs Money Market Fund - invests in cash
and cash equivalents such as commercial paper,
commercial bank obligations, and securities of the
U.S. Government, its agencies and instrumentalities.
The objective of this fund is to provide as high a
level of current income as is consistent with the
preservation of capital.
Elective Contributions by the participant are immediately
fully vested and nonforfeitable. A participant's share of
Company matching contributions vests 20 percent after each
year of service, with the participant being fully vested
after completing five years of service.
7
<PAGE> 10
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(e) PAYMENT OF BENEFITS
Upon death, disability or termination of service, a
participant or designated beneficiary receives a lump sum
payment or installments of cash. Benefits are recorded when
paid.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on
the accrual method of accounting.
(b) VALUATION OF INVESTMENTS
All investments are stated at fair value based on quoted
market prices. Purchases and sales of securities are recorded
on a trade date basis. Interest and dividends are recorded on
an accrual basis. Expenses relating to the purchase or sale
of investment securities are added to the cost or deducted
from the proceeds, respectively.
(c) USE OF MANAGEMENT ESTIMATES
The preparation of the financial statements, in conformity
with generally accepted accounting principles, requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to
and deductions from net assets during the reporting period.
Actual results could differ from those estimates.
(d) EXPENSES OF THE PLAN
The expenses of administration of the Plan, including the
fees of the trustee, are paid by the Company. The Company
paid $16,670 and $18,979 in fees relating to the Plan in 1998
and 1997, respectively.
(3) PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has the
right under the Plan to terminate the Plan. Upon termination,
participants will become fully vested in their accounts.
(4) TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated August 21, 1997, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan administrator believes that the Plan is currently
being operated in compliance with the applicable requirements of the
IRC.
8
<PAGE> 11
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
The federal income tax status of the participants with respect to
contributions to the Plan is described in information submitted to the
participants and, subject to certain limitations, such contributions
are tax deferred.
(5) INVESTMENTS
The following table presents the fair value of the Plan's investments:
<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------------- -----------------------
NUMBER OF FAIR NUMBER OF FAIR
SHARES/UNITS VALUE SHARES/UNITS VALUE
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Washington Mutual Investors Fund 4,212 138,606 2,039 63,837
The Growth Fund of America 6,939 155,436 3,106 59,871
The Investment Company of
America Fund 3,357 104,307 1,456 43,050
The Bond Fund of America 2,540 34,569 490 6,901
Goldman Sachs Money Market Fund 20,167 20,167 8,221 8,221
Heartland Wireless Communications,
Inc. Common Stock 131,107 2,622 60,264 104,164
</TABLE>
(6) REFUNDS PAYABLE
At December 31, 1998 and 1997, the Plan has recorded refunds payable
of $13,323 and $16,022, respectively. The refunds relate to amounts
due to certain employees of the Company based upon nondiscrimination
tests applicable to the Plan. The Company paid the $13,323 and $16,022
subsequent to December 31, 1998 and 1997, respectively, to maintain
compliance with the applicable requirements of the IRC.
(7) LIQUIDITY OF PLAN SPONSOR
The Company's Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on March 15, 1999. The
Plan of Reorganization became effective on April 1, 1999. See note 10.
(8) EMPLOYER MATCH
The Company discontinued matching contributions, which are
discretionary, on October 2, 1998 in conjunction with the filing of
its Plan of Reorganization. In March 1999, the Company transferred all
participant balances acquired from matching contributions from
Heartland Wireless Communications, Inc. Common Stock to the Goldman
Sachs Money Market Fund.
(9) COMMON STOCK LISTING
On October 15, 1998, The Nasdaq Stock Market, Inc. notified the
Company that its common stock,
9
<PAGE> 12
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
listed under the symbol "HARTQ," would no longer be listed on the
Nasdaq National Stock Market, effective at the close of business on
that day. All shares of the Company's common stock issued and
outstanding at April 1, 1999, were canceled pursuant to the Plan of
Reorganization. See note (10). The Company's common stock that was
issued to certain creditors under the Plan of Reorganization currently
is quoted on the OTC Bulletin Board quotation system under the symbol
"NCNX". The Company has applied for listing on the Nasdaq National
Stock Market, although there can be no assurance that such application
will be accepted.
(10) FINANCIAL RESTRUCTURING
On December 4, 1998, the Company filed a pre-negotiated Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). The Plan of Reorganization was approved by all
classes of creditors voting on the Plan of Reorganization and, on
March 15, 1999, was confirmed by the Bankruptcy Court. The Plan of
Reorganization became effective on April 1, 1999 (the "Effective
Date").
Under the Plan of Reorganization, as of the Effective Date, all of the
common stock, options and warrants of Heartland Wireless
Communications, Inc. (the "Old Common Stock") were canceled and the
Company issued 10,000,000 shares of new common stock. Holders of the
Company's 13% notes and 14% notes received 9,700,000 shares of new
common stock and holders of the Company's 9% convertible notes
received 300,000 shares of new common stock. Holders of the
convertible notes also received warrants to purchase 825,000 shares of
new common stock at a per share exercise price of $27.63, subject to
adjustment in the event of certain sales of stock or assets of the
Company.
Holders of the Old Common Stock were granted the right to receive
warrants to purchase 275,000 shares of new common stock at a per share
exercise price of $27.63, subject to adjustment in the event of
certain sales of stock or assets of the Company. Receipt by holders of
Old Common Stock of such warrants is subject to certain pending
securities litigation claims as set forth in the Plan of
Reorganization.
10
<PAGE> 13
SCHEDULE 1
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
NUMBER
IDENTITY OF ISSUE, BORROWER, LESSOR OF SHARES CURRENT
OR SIMILAR PARTY /UNITS COST VALUE
- -------------------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Washington Mutual Investors Fund 4,212 $ 132,139 138,606
The Growth Fund of America 6,939 140,094 155,436
The Investment Company of America Fund 3,357 98,896 104,307
The Bond Fund of America 2,540 34,564 34,569
Goldman Sachs Money Market Fund 20,167 20,167 20,167
Heartland Wireless Communications, Inc.
Common Stock* 131,107 3,367 2,622
---------- ----------
Total assets held for investment $ 429,227 455,707
========== ==========
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
11
<PAGE> 14
SCHEDULE 2
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
Item 27d - Schedule of Reportable Transactions
For the year ended December 31, 1998
<TABLE>
<CAPTION>
CURRENT
AGGREGATE EXPENSE VALUE AT NET
NUMBER OF PURCHASE SELLING INCURRED WITH COST OF TRANSACTION GAIN OR
Description TRANSACTIONS PRICE PRICE TRANSACTION ASSETS DATE (LOSS)
- ------------------------------------------ ------------ --------- ---------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases:
The Growth Fund of America 34 $ 117,884 -- -- 117,884 117,884 --
Nucentrix Broadband Networks,
Inc. common stock* 18 $ 59,015 -- -- 59,015 59,015 --
The Investment Company of America
Fund 39 $ 83,730 -- -- 83,730 83,730 --
Washington Mutual Investors Fund 38 $ 108,629 -- -- 108,629 108,629 --
Goldman Sachs Money Market Fund 358 $ 781,864 -- -- 781,864 781,864 --
The Bond Fund of America 44 $ 34,321 -- -- 34,321 34,321 --
Sales:
Goldman Sachs Money Market Fund 269 $ -- 772,693 -- 772,692 772,692 --
The Growth Fund of America 20 $ -- 37,656 -- 33,887 37,656 3,769
Washington Mutual Investors Fund 17 $ -- 37,787 -- 31,624 37,787 6,163
The Investment Company of America
Fund 15 $ -- 26,706 -- 23,629 26,706 3,077
Heartland Wireless Communications, Inc.
Inc. common stock* 20 $ -- 25,196 -- 121,179 25,196 (95,983)
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
12
<PAGE> 15
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 30, 1999 HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
By: Nucentrix Broadband Networks, Inc.,
Plan Administrator
By: /s/ MARJEAN HENDERSON
--------------------------------------
Marjean Henderson
Senior Vice President and Chief
Financial Officer
13
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
*23 Consent of KPMG LLP
</TABLE>
- --------------------
*Filed herewith
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Plan Administrator
Heartland Wireless Communications, Inc.
401(k) Plan:
We consent to incorporation by reference in the Registration Statement (No.
333-05943) on Form S-8 of our report dated June 4, 1999, relating to the
statements of net assets available for benefits of the Heartland Wireless
Communications, Inc. 401(k) Plan as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits for the
years then ended, and all related schedules, which report appears in the
December 31, 1998 annual report on Form 11-K of the Heartland Wireless
Communications, Inc. 401(k) Plan filed by Nucentrix Broadband Networks, Inc.
(formerly Heartland Wireless Communications, Inc.).
/s/ KPMG LLP
Dallas, Texas
June 28, 1999
