SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
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)
October 26, 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 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).
<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: 1,306,266*
________________________________________________________________________________
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): 13.0%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA
________________________________________________________________________________
* Cerberus Partners, L.P. ("Cerberus") is the holder of 302,100 shares of common
stock of Nucentrix Broadband Networks, Inc. (the "Company"); Cerberus
International, Ltd. ("International") is the holder of 606,200 shares of common
stock of the Company; Cerberus Institutional Partners, L.P. ("Institutional") is
the holder of 87,066 shares of common stock of the Company; and certain private
investment funds (the "Funds") in the aggregate are the holders of 310,900
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
1,306,266 shares of common stock of the Company, or 13.0% 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 June 30, 1999, there were issued and
outstanding as of August 6, 1999 10,057,460 Shares. As of October 26, 1999, (i)
Cerberus was the holder of 302,100 Shares, (ii) International was the holder of
606,200 Shares, (iii) Institutional was the holder of 87,066 Shares and (iv) the
Funds in the aggregate were the holder of 310,900 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 1,306,266 Shares, or 13.0% 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.
Date Quantity Price
(Purchases)
October 21, 1999 23,000 $20.25
October 26, 1999 22,000 $21.50
(Sales)
NONE
II. Cerberus International, Ltd.
Date Quantity Price
(Purchases)
October 21, 1999 47,000 $20.25
October 26, 1999 45,000 $21.50
(Sales)
NONE
<PAGE>
III. Cerberus Institutional Partners, L.P.
Date Quantity Price
(Purchases)
October 21, 1999 7,000 $20.25
October 26, 1999 6,400 $21.50
(Sales)
NONE
IV. The Funds
Date Quantity Price
(Purchases)
October 21, 1999 24,000 $20.25
October 26, 1999 23,000 $21.50
(Sales)
NONE
<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 October 26, 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).
