Serfcorp
12 years ago
Another 3% holder....
This trades like a SOB lol but sooner or later it will double or triple imo
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NTS, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
62943B105
(CUSIP Number)
December 31, 2012
(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).
--------------------------------------------------------------------------------
CUSIP No. 62943B105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Windcrest Partners Public Investments, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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
0
6. SHARED VOTING POWER
1,160,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,160,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.82%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
CUSIP No. 62943B105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Windcrest Partners Public Investments GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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
0
6. SHARED VOTING POWER
1,160,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,160,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.82%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
CUSIP No. 62943B105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Windcrest Partners Investment Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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
0
6. SHARED VOTING POWER
1,160,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,160,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.82%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
CUSIP No. 62943B105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James H. Gellert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,160,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,160,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.82%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
Item 1. (a). Name of Issuer:
NTS, Inc.
(b). Address of issuer's principal executive offices:
5307 W. Loop 289
Lubbock, Texas 79414
Item 2. (a). Name of person filing:
Windcrest Partners Public Investments, LP
Windcrest Partners Public Investments GP, LLC
Windcrest Partners Investment Management, LLC
James H. Gellert
(b). Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is
750 3rd Avenue
33rd Floor
New York, New York 10017.
(c). Citizenship:
Windcrest Partners Public Investments, LP - Delaware
Windcrest Partners Public Investments GP, LLC – Delaware
Windcrest Partners Investment Management, LLC - Delaware
James H. Gellert – United States
(d). Title of class of securities:
Common Stock, $0.001 par value
(e). CUSIP No.:
62943B105
Item 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
--------------------------------------------------------------------------------
(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
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:
Windcrest Partners Public Investments, LP – 1,160,000
Windcrest Partners Public Investments GP, LLC – 1,160,000
Windcrest Partners Investment Management, LLC – 1,160,000
James H. Gellert – 1,160,000
(b) Percent of class:
Windcrest Partners Public Investments, LP – 2.82%
Windcrest Partners Public Investments GP, LLC – 2.82%
Windcrest Partners Investment Management, LLC – 2.82%
James H. Gellert – 2.82%
(c) Number of shares as to which the person has:
Windcrest Partners Public Investments, LP
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 1,160,000 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 1,160,000 .
Windcrest Partners Public Investments GP, LLC
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 1,160,000 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 1,160,000 .
Windcrest Partners Investment Management, LLC
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 1,160,000 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 1,160,000 .
--------------------------------------------------------------------------------
James H. Gellert
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 1,160,000 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 1,160,000 .
Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 [X].
Instruction: Dissolution of a group requires a response to this item.
Windcrest Partners Public Investments, LP, Windcrest Partners Public Investments GP, LLC, Windcrest Partners Investment Management, LLC and James H. Gellert
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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.
--------------------------------------------------------------------------------
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.
February 7, 2013
(Date)
Windcrest Partners Public Investments, LP
By: Windcrest Partners Public Investments GP, LLC, its general partner
By: /s/ James H. Gellert
Name: James H. Gellert
Title: Managing Member
Windcrest Partners Public Investments GP, LLC
By: /s/ James H. Gellert
Name: James H. Gellert
Title: Managing Member
Windcrest Partners Investment Management, LLC
By: /s/ James H. Gellert
Name: James H. Gellert
Title: Managing Member
By: /s/ James H. Gellert
James H. Gellert
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
--------------------------------------------------------------------------------
Exhibit A
AGREEMENT
The undersigned agree that this Amendment 3 of Schedule 13G dated February 7, 2013 relating to the Common Stock, $0.001 par value of NTS, Inc. shall be filed on behalf of the undersigned.
Windcrest Partners Public Investments, LP
By: Windcrest Partners Public Investments GP, LLC, it's general partner
By: /s/ James H. Gellert
Name: James H. Gellert
Title: Managing Member
Windcrest Partners Public Investments GP, LLC
By: /s/ James H. Gellert
Name: James H. Gellert
Title: Managing Member
Windcrest Partners Investment Management, LLC
By: /s/ James H. Gellert
Name: James H. Gellert
Title: Managing Member
By: /s/ James H. Gellert
James H. Gellert
SK 26378 0001 1356834
Serfcorp
12 years ago
Hold on to them shares folks.................
NTS Shareholder Group Announces Dissident Slate for Annual Meeting
Oct 24, 2012 7:00:00 AM
2012 GlobeNewswire, Inc.
Close Ad
NEW YORK, Oct. 24, 2012 (GLOBE NEWSWIRE) -- Jeffrey E. Eberwein, Chairman and spokesman for Concerned NTS Shareholders, announces the following:
Concerned NTS Shareholders ("CNS" or "we") is a group of shareholders collectively owning 12% of NTS, Inc. (NYSE MKT:NTS) ("NTS" or the "Company"). We are dedicated to maximizing shareholder value and improving corporate governance at NTS. We welcome the opportunity to pursue these goals at the 2012 Annual Meeting of shareholders of NTS which we have been told by company representatives has been scheduled for December 13, 2012 at 11:30am in New York City. We believe NTS shareholders should be given the opportunity to vote for new directors whose interests are fully aligned with shareholders.
We believe adding new talent to the NTS board is necessary to maximize shareholder value and improve corporate governance. We believe the current NTS board is not sufficiently independent. We further believe that current director compensation is excessive and we will vote to reduce board compensation upon our election to the NTS board of directors.
A majority of the incumbent NTS board members reside outside the US and we believe they lack the necessary telecom and financial expertise as well as the cultural understanding and US focus required to maximize value for NTS shareholders. We strongly believe that shareholder value will not be maximized if a majority of the current board remains in place. We also, however, value board continuity and we therefore request that CEO Guy Nissenson and independent director Timothy M. Farrar stay on the NTS board. We do not plan on making changes to the NTS management team.
We will undertake an exempt solicitation whereby we plan to contact up to ten shareholders to seek their support for our slate of directors.
CNS calls on the incumbent NTS board members to not take actions adverse to the best interests of NTS shareholders prior to the annual meeting. Adverse actions include:
Implementing a poison pill
Delaying the annual meeting beyond December 13, 2012
Staggering the board
Selling all or parts of the company
Making acquisitions
Issuing equity or equity-linked securities
Concerned NTS Shareholders reminds each of the incumbent board members that actions they take that are adverse to the best interests of shareholders can entail serious personal consequences. Personal liability can result from taking actions that impair shareholder value. This liability can exceed D&O insurance coverage or D&O insurance may not be available or applicable if these actions are undertaken.
Members of Concerned NTS Shareholders have successfully won many proxy contests and have a track record of creating value for shareholders.
Three members of CNS (Singh, Gillman, and Coleman) created significant value for shareholders by turning around MRV Communications, Inc. ("MRVC"). MRVC is a leading global telecommunications technology and services supplier. MRVC's products include Carrier Ethernet and Wavelength Division Multiplexing (WDM) optical network equipment as well as a wide range of network integration and management solutions. The incumbent board of MRV had overseen tremendous destruction of shareholder value. The stock price had fallen from $90 per share to 41 cents per share before members of our group purchased stock and launched a proxy battle. Mr. Gillman led the proxy contest at MRVC and Mr. Singh served as the CEO implementing the turnaround plan. As part of this plan, MRVC sold assets and returned cash to shareholders in two special dividends totaling $0.78 per share. Shareholders have experienced a 220% return since the turnaround began.
Another example of value creation by members of CNS occurred at MAG Silver. Three members of CNS (Eberwein, Gillman, and Knapp) created Mining Investors for Shareholder Value ("MISV") for the purpose of improving shareholder value at MAG Silver. MISV was successful in adding two extremely well-regarded former mining CEOs to MAG Silver's board of directors. From MISV's Schedule 13D filing on June 26, 2012 until MAG Silver enhanced its board on September 5, 2012, MAG Silver's stock price rose more than 30%.
Members of CNS include:
Richard K. Coleman, Jr. has over 30 years of executive management experience in telecom companies in roles such as Advanced Technology Research and Development, Software Development, Customer Service, Sales and Marketing, Product Management, Business Development, and Human Resources. He began his career managing telecommunications R&D projects for the United States Department of Defense and subsequently led major network deployment projects at Sprint Communications (National Fiber Network), Frontier Communications (Regional Fiber Networks), and MetroNet Communications (Metropolitan Fiber Networks). Mr. Coleman's executive experience includes multiple positions directly applicable to NTS including President – Frontier Network Systems and President – U S West Long Distance. His extensive change management experience includes first-stage start-ups, acquisitions, mergers, and re-engineering or consolidation in multinational Fortune 500 companies. Among his successes was his leadership as COO of Canadian carrier MetroNet Communications which built a nationwide data network as well as fiber networks in Canada's largest cities. MetroNet delivered a 900% return to investors during his tenure. Mr. Coleman's company, Rocky Mountain Venture Services, provides operating expertise to numerous public and private clients of all sizes. He has served on the boards of various public, private, and non-profit companies and has taught extensively in the areas of leadership and ethics. Mr. Coleman holds a B. S. Degree from the United States Air Force Academy and an MBA from Golden Gate University.
Dilip Singh has forty years of experience in operations, executive management, and board positions with global Fortune 500 telecom carriers like Telia-Sonera, Sprint Corporation, and GTE and network equipment providers like Alcatel and ADC telecom, and entrepreneurial start-ups like NewNet. Mr. Singh has extensive experience in public and private company turnarounds, global mergers and acquisitions, and international business development. In addition to the value created by Mr. Singh at MRVC, he also created tremendous value for shareholders of PLX Technology by running a proxy contest against the incumbent board which resulted in a doubling of the stock price and the sale of the company to IDT. Mr. Singh is currently CEO and Director of InfuSystems Holdings Inc.
A. John Knapp was the CEO of ICO, Inc. and served in that capacity until April 2010, when ICO was acquired by A. Schulman, Inc. for a significant premium. During Mr. Knapp's tenure as CEO of ICO the firm grew its annual revenues from $250 million to over $400 million and the stock price rose from approximately $2.50 per share to over $8 per share. Mr. Knapp is a native of Texas and has valuable business contacts in the state.
Jeffrey E. Eberwein is a former Portfolio Manager at Soros Fund Management and is now a private investor. Mr. Eberwein personally owns 2,200,000 shares of NTS, representing 5.3% of NTS' total shares outstanding. Mr. Eberwein currently serves on the board of Goldfield Corporation, a company whose stock is up approximately 700% since the start of 2012. Mr. Eberwein also serves on the board of Digirad Corporation where he chairs the Strategic Advisory Committee. Mr. Eberwein is a native of Texas and has valuable business contacts in the state.
Charles M. Gillman's proxy battle against the incumbent board of Osteotech resulted in a doubling of the stock price and the sale of the company to Medtronic. Mr. Gillman led the proxy battle at MRV that is discussed above.
Mark Stolper has served since 2004 as Executive Vice President and Chief Financial Officer of RadNet, Inc., a $650 million enterprise value company. Mr. Stolper was named to the board of Metropolitan Health Networks through the work of activist shareholders in April of 2010. Shareholders of Metropolitan Health Networks have enjoyed a tripling in the stock price since Mr. Stolper joined the board. Mr. Stolper brings extensive financial, compliance, and regulatory experience to the CNS team and is qualified by the SEC as a "financial expert" to serve on NTS Board's audit committee.
THIS RELEASE IS NOT A SOLICITATION OF ANY ACTION BY SHAREHOLDERS OF NTS. CONCERNED NTS SHAREHOLDERS DO NOT CURRENTLY INTEND TO SOLICIT PROXIES EXCEPT PURSUANT TO SEC RULE 14a-2(b)(2). IF A PROXY STATEMENT IS COMPLETED AND FILED BY THE CONCERNED NTS SHAREHOLDERS, SHAREHOLDERS OF NTS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION AND SHAREHOLDERS SHOULD RELY ON SUCH PROXY STATEMENT AND NOT ON THIS PRESS RELEASE. THE PROXY STATEMENT, IF FILED, TOGETHER WITH ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE WITHOUT CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. INFORMATION REGARDING THE CONCERNED NTS SHAREHOLDERS, INCLUDING THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE IN NTS, IS CONTAINED IN THEIR SCHEDULE 13D INITIALLY FILED WITH THE SEC ON OCTOBER 23, 2012, WHICH IS AVAILABLE WITHOUT CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV.
CONTACT: Jeff Eberwein
917-576-9420
je@eberweincapital.com
Source: Eberwein Capital
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