SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
NUCENTRIX BROADBAND NETWORKS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
670198100
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 15, 1999
- --------------------------------------------------------------------------------
(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 Section 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).
<PAGE>
Cusip No. 670198100
________________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: United States
________________________________________________________________________________
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: *
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,107,066*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 11.1%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA, IN
________________________________________________________________________________
* Cerberus Partners, L.P. ("Cerberus") is the holder of 255,800 shares of common
stock of Nucentrix Broadband Networks, Inc. (the "Company"); Cerberus
International, Ltd. ("International") is the holder of 513,700 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
1,107,066 shares of common stock of the Company, or 11.1% of those issued and
outstanding. See Item 5 for further information.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
(the "Shares"), of Nucentrix Broadband Networks, Inc. (the "Company"), whose
principal executive offices are located at 200 Chisolm Place, Suite 200, Plano,
TX 75075.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for each of Cerberus International, Ltd. ("International"), Cerberus
Institutional Partners, L.P. ("Institutional"), and certain other private
investment funds (the "Funds"). Cerberus, International, Institutional and the
Funds are engaged in the investment in personal property of all kinds, including
but not limited to capital stock, depository receipts, investment companies,
mutual funds, subscriptions, warrants, bonds, notes, debentures, options and
other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds used to purchase the Shares on behalf of Cerberus,
International, Institutional and the Funds was approximately $7,340,221,
$14,738,817, $2,112,882 and $7,571,346, respectively. All funds used to purchase
Shares of the Company on behalf of Cerberus, International, Institutional and
the Funds come directly from the assets of Cerberus, International,
Institutional and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the securities referred to in Item 5 is for
investment purposes on behalf of Cerberus, International, Institutional and the
Funds, respectively, and Stephen Feinberg has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information provided by the Company, as of April 15, 1999,
there were issued and outstanding 10,000,000 Shares. As of such date, (i)
Cerberus was the holder of 255,800 Shares, (ii) International was the holder of
513,700 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
<PAGE>
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 1,107,066 Shares, or 11.1% of those issued and outstanding.
During the past sixty days, 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.
(Purchases)
Date Quantity Price
April 9, 1999 2,100 $19.06
April 9, 1999 22,000 22.25
April 9, 1999 32,000 25.13
April 13, 1999 22,000 32.50
April 14, 1999 1,700 31.38
April 15, 1999 14,000 30.00
April 15, 1999 162,000 29.75
(Sales)
NONE
II. Cerberus International, Ltd.
(Purchases)
Date Quantity Price
April 9, 1999 4,300 $19.06
April 9, 1999 45,000 22.25
April 9, 1999 64,000 25.13
April 13, 1999 45,000 32.50
April 14, 1999 3,400 31.38
April 15, 1999 27,000 30.00
April 15, 1999 325,000 29.75
(Sales)
NONE
<PAGE>
III. Cerberus Institutional Partners, L.P.
(Purchases)
Date Quantity Price
April 9, 1999 700 $19.06
April 9, 1999 6,000 22.25
April 9, 1999 9,650 25.13
April 13, 1999 6,400 32.50
April 14, 1999 500 31.38
April 15, 1999 4,017 30.00
April 15, 1999 46,399 29.75
(Sales)
NONE
IV. The Funds
(Purchases)
Date Quantity Price
April 9, 1999 2,200 $19.06
April 9, 1999 23,000 22.25
April 9, 1999 33,000 25.13
April 13, 1999 23,000 32.50
April 14, 1999 1,700 31.38
April 15, 1999 14,000 30.00
April 15, 1999 167,000 29.75
(Sales)
NONE
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Stephen Feinberg and
any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
<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.
April 23, 1999
/s/ Stephen Feinberg
____________________________________
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).
