-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6+Y4ZTCPf6fuTQoPOuNuHL89QguG3U7E8TFgyl2IqnkKTUspSTUO4wcwBtczDJn nU8FFOJxZKoglgPADf68TQ== 0000950150-97-001456.txt : 19971021 0000950150-97-001456.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950150-97-001456 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971020 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000824169 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 363939651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42889 FILM NUMBER: 97698248 BUSINESS ADDRESS: STREET 1: 1505 FARM CREDIT DR STREET 2: STE 100 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 2014381400 MAIL ADDRESS: STREET 1: 201 ROUTE 17 N CITY: RUTHERFORD STATE: NJ ZIP: 07070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCAW WENDY P CENTRAL INDEX KEY: 0001048073 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O LATHAM & WATKINS STREET 2: 633 W 5TH ST STE 4000 CITY: LOS ANGELES STATE: CA ZIP: 90071 MAIL ADDRESS: STREET 1: LATHAM & WATKINS STREET 2: 633 W 5TH ST STE 4000 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILES PURSUANT TO 13d-1(a) AND AMENDEMENTS HERETO FILED PURSUANT TO 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 NEXTEL COMMUNICATIONS, INC. ------------------------------ (Name of Issuer) Class A Common Stock --------------------------- (Title of Class of Securities) 65332V 10 3 --------------------------- (CUSIP Number) Bruce R. Lederman Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 (213) 485-1234 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1997 -------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). (continued on following pages) 2 SCHEDULE 13D CUSIP No. 65332V 10 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON WENDY P. MCCAW - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 14,174,937 SHARES NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,174,937 SHARES PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,174,937 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.83% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 3 ITEM 1 SECURITY AND ISSUER. This statement relates to the Class A Common Stock, par value $.001 per share ("Nextel Common Stock") of Nextel Communications, Inc., a Delaware corporation ("Nextel"). The principal executive offices of Nextel are located at 1505 Farm Credit Drive, McLean, Virginia 22102. ITEM 2 IDENTITY AND BACKGROUND. (a) This statement is being filed by Wendy P. McCaw (the "Reporting Person"). (b) The address of the Reporting Person is c/o Lasher Holzappel Sperry & Ebberson, PLLC; 2600 Two Union Square; 601 Union Street; Seattle, WA 98101-4000; Attn: Earl P. Lasher, III, Esq. (c) The Reporting Person is a private investor. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. (f) The Reporting Person is a citizen of the United States of America. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person acquired the securities which are the subject of this statement pursuant to a marital settlement agreement between Craig O. McCaw and the Reporting Person relating to the Nextel Common Stock (the "Nextel Shares Agreement"), as more fully described in Item 4 below. ITEM 4 PURPOSE OF TRANSACTION. The Reporting Person acquired the Nextel Common Stock primarily for investment in connection with her marital settlement, but anticipates making sales of such stock from time to time as described below. The Reporting Person intends to review her investment in Nextel from time to time and, depending upon the price and availability of Nextel Common Stock, subsequent developments affecting Nextel, Nextel's business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of her investment in Nextel. Except as described herein and in Item 6 below, the Reporting Person has no present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), 4 inclusive, of Item 4 of Schedule 13D. However, subject to the Reporting Person's obligations under the Nextel Shares Agreement, the Reporting Person will continue to review the business of Nextel and, depending upon one or more of the factors referred to above, may in the future propose that Nextel take one or more of such actions. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER. (a) Based upon an assumed number of outstanding Nextel Common Stock of approximately 243,298,000 shares (excluding treasury shares and including the assumed issuance of shares of Nextel Common Stock upon the complete exercise of options convertible into Nextel Common Stock which are presently exercisable or are exercisable within sixty days of the date hereof (the "Nextel Options") (4,917,278 shares in the aggregate)), the aggregate number of shares of Nextel Common Stock beneficially owned by the Reporting Person is as follows: NAME NUMBER OF SHARES PERCENTAGE ---- ---------------- ---------- Reporting Person 14,174,937(1) 5.83% - ---------- (1) Includes 9,257,659 shares of Nextel Common Stock owned by the Reporting Person and the Reporting Person's right to acquire an aggregate of 4,917,278 shares of Nextel Common Stock upon the complete conversion of the Nextel Options. (b) The Reporting Person has sole dispositive and voting power with respect to the securities beneficially owned by the Reporting Person. (c) None. (d) None. (e) N/A ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On October 10, 1997, the Reporting Person and Craig O. McCaw entered into the Nextel Shares Agreement, whereby the Reporting Person received the right to acquire the securities which are the subject of this statement. Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Nextel, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Nextel Shares Agreement between Craig O. McCaw and the Reporting Person dated as of October 10, 1997. 5 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. Dated: October 20, 1997 /s/ Wendy P. McCaw --------------------------------------- Wendy P. McCaw 6 EXHIBIT INDEX Exhibit 1. Nextel Shares Agreement between Craig O. McCaw and the Reporting Person dated as of October 10, 1997. EX-1 2 NEXTEL SHARES AGREEMENT 1 NEXTEL SECURITIES AGREEMENT The Parties have, as an integral part of their marital settlement, reached a settlement of all issues and wish to set forth the essential terms having to do with the Nextel Communications, Inc. stock and options (collectively, the "Nextel Securities") owned by the Parties in this Agreement, which will be binding and enforceable between them. This Agreement shall be effective as of October 10, 1997. 1. PROPERTY DIVISION. The Parties shall allocate to Wendy P. McCaw ("Wife") 9,257,659 shares of common stock of Nextel, together with the following options (collectively, the "Nextel Options"): i. Motorola 1999: 452,207 ii. Nextel 1999: 3,391,553 iii. Motorola 2001: 1,116,990 iv. Nextel 2001: 1,525,725 2. ALLOCATION. The Nextel shares allocated to Wife will be distributed free of all liens and encumbrances and will be vested in Wife's name. The Nextel shares shall be freely transferable by Wife, subject to compliance with the applicable securities and other laws and SEC regulations, including insider trading rules, and, to the extent applicable to Wife, Company-established policies and rules relating to insider trading and non-public information. Except for the shareholder rights and minority protections in Sections 7 through 9 herein which shall supersede the following provisions, Wife's ownership of shares in Nextel shall be subject to terms and restrictions contained in the Stock Purchase Agreement dated April 4, 1995; the Securities Purchase Agreement dated April 4, 1995; the Amended and Restated Limited Liability Company Agreement of Digital Radio, L.L.C. ("Digital Radio"); the Multibank Credit Agreement dated July 28, 1995; the Borrower Pledge Agreement; the Third Party Pledge Agreements; the Amended and Restated Multibank Credit Agreement dated July 28, 1997; the First Amendment to Amended and Restated Multibank Credit Agreement dated August 29, 1997; and the Motorola Drawdown dated September 3, 1997. 3. CLOSING. The Parties shall use best efforts to transfer stock of Nextel to Wife by October 31, 1997, subject to the provisions of Section 6 below. 4. NEXTEL SHARES. As an integral part of the distribution of Nextel stock from Digital Radio to Eagle River Investments, LLC ("Eagle River"), Wife agrees to assume and guarantee her proportionate share, or at least $101,800,581 thereof, of total debt in Digital Radio, based on the ratio of her deemed ownership of units in Digital Radio (through Eagle River) to the total units in Digital Radio, or, if such assumption and guarantee is administratively burdensome, instead to guarantee an equal amount of new Digital Radio debt replacing and paying down the existing Digital Radio debt. Wife also agrees to continue her guarantee of such debt upon transfer of her Nextel shares to Eagle River and to assume such debt upon the transfer of such shares to her from Eagle River. Rather than performing as discussed in the preceding portion of this paragraph, Wife shall have the option of retaining part or all of her Nextel shares in Eagle River or Digital Radio as set forth in paragraph 6 below. In such case, the Parties will discuss a mechanism pursuant to which Wife can require such stock to be sold by Digital Radio and/or Eagle River with Wife to bear the tax consequences of 1 2 any such sale, subject to all SEC rules, including insider trading rules and Company-established policies and rules regarding insider trading and non-public information. 5. NEXTEL OPTIONS. Wife will receive the benefits of ownership of the Nextel Options through Digital Radio. The Nextel Options are exercisable only by Craig O. McCaw ("Husband") or entities he controls and Husband has represented that ownership cannot be directly transferred to Wife under the terms of the applicable option agreements. Since the Nextel Options cannot be transferred, the Parties intend to enable Wife to have, as closely as possible, the same rights as she would have had if she directly owned them. Wife will indemnify Husband against and pay the tax liability arising from the exercise of the Nextel Options for her benefit, including any tax costs internal to the entities that actually hold and exercise the Nextel Options, and Wife will pay all exercise costs of all Nextel Options. 6. WIFE'S OPTION. Wife shall have the option of retaining part or all of her Nextel shares in Eagle River and/or Digital Radio on the following terms and conditions. (Wife's rights as to Nextel Options are as described in paragraph 5.) The LLC Agreement of Eagle River would be amended to continue her as a member and to accurately reflect her separate interest in Nextel. Upon 30 days notice and, notwithstanding any restrictions to the contrary in the limited liability company agreements of Eagle River or Digital Radio, Wife would be entitled to cause Eagle River and/or Digital Radio to distribute Wife's Nextel stock to her. Any such distribution to her would be free and clear of all liens and liabilities and Husband will use best efforts to assure that, after any such distribution, Wife will have those existing rights that are applicable to Nextel in its present status within Digital Radio and/or Eagle River. Alternatively, Wife shall have the right to require Eagle River and/or Digital Radio to sell her proportionate share of Nextel stock at her sole cost, effort and expense, and to receive the proceeds therefrom as a distribution, all subject to applicable securities and other laws and SEC regulations, and, to the extent applicable to Wife, all Company-established policies and rules regarding insider trading and non-public information. Wife will bear the tax consequences of any such sale. Wife will be able freely to pledge or mortgage her interest in Eagle River, provided that any such pledgee or mortgagee holder will agree that, in the event of any foreclosure, the only requirement of Eagle River is that it distribute to such pledgee or mortgagee holder Wife's Nextel stock and its only rights with respect to Eagle River will be to obtain such Nextel stock. The Parties agree that the tax issues relating to withdrawal of the Nextel stock will be handled in the same manner as the Parties utilize with respect to other securities being dealt with as a result of their marital settlement. Prior to distribution, Wife would have approval rights with respect to any changes in the Eagle River and/or Digital Radio governing documents that would adversely effect her Nextel stock. If a majority in interest of the Eagle River and/or Digital Radio members approves changes in the Eagle River and/or Digital Radio governing documents, and Wife disapproves of such changes, and the changes do not discriminate against her interest and apply uniformly to all other Eagle River and/or Digital Radio members, then Eagle River and/or Digital Radio may distribute Wife's Nextel stock to her if she does not withdraw her disapproval. Wife's rights under this paragraph are subject to applicable law, 2 3 including securities laws, and to the Nextel documents listed in paragraph 2 hereof. 7. TAG ALONG. Wife will have tag along rights with respect to Nextel in connection with any sale or transfer or series of related sales by Husband or an entity controlled by him of control of Nextel or of 50% or more of the interest in Nextel owned by him or any of his controlled entities. 8. REGISTRATION RIGHTS. Wife will not receive any demand registration rights with respect to Nextel other than those she may otherwise have by virtue of other agreements. Wife will receive piggyback registration rights as to any registration in which Husband or any of his affiliates has a right to register any Nextel shares. 9. INFORMATION RIGHTS. Wife shall, at her option, have the right to receive the following information from Husband with respect to Nextel beginning at the earliest of a) 60 days prior to the time they must exercise any Nextel options, or b) such earlier time as Husband reaches a decision whether to exercise or c) directs the investigation of financing alternatives: (i) whether Husband intends to exercise such Nextel options; and (ii) all of the written information available to him upon which he has based his decision. Wife will not use any non-public information given to her pursuant to this paragraph 9 in connection with publicly purchasing or selling Nextel securities nor will she improperly disclose such non-public information to third parties. 10. DISPUTE RESOLUTION. The Parties agree to resolve any disputes under this Agreement in the same manner as they utilize to resolve other disputes arising out of their marital settlement. 11. AMENDMENTS, ETC. This Agreement supersedes any and all other prior understandings or agreements concerning the ownership of the Nextel Securities. The Parties may in connection with other matters arising out of the settlement of their marital property, amend, modify of supplement the terms and provisions of this Agreement, but such amendments, modifications or supplements shall not be effective unless set forth in a writing executed by both Parties dated subsequent hereto. 12. OTHER. This Agreement a) may be specifically enforced, and the Parties agree that in cases where specific enforcement is feasible, it will not be urged that a remedy at law is adequate or preferable; b) is governed by Washington law; c) shall be kept confidential except as reasonably determined by each party in the ordinary course of business; d) may be executed in multiple counterparts and by FAX; e) shall remain in full force and effect in case of the death or either or both Parties and may be enforced by or against the estate of either. Each party warrants that he or she has been fully advised by counsel with respect to this Agreement. /s/ CRAIG O MCCAW /s/ WENDY P. MCCAW - ------------------------------- ------------------------------------ Craig O. McCaw Wendy P. McCaw 3 -----END PRIVACY-ENHANCED MESSAGE-----