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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 1998
NEXTLINK COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Washington 333-04603 91-1738221
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
155 108th Avenue NE, 8th Floor, Bellevue, Washington 98004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 425-519-8900
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
Senior Discount Notes. On April 1, 1998, the Company issued and sold
its 9.45% Senior Discount Notes due 2008 (the "Notes") in a private placement
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") to "qualified institutional investors" as such term is defined
in Rule 144A under the Securities Act. The gross proceeds to the Company from
the sale of the Notes were $400,000,563.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Cumulative Convertible Preferred Stock. On March 31, 1998, the Company
issued and sold 4,000,000 shares of its 6-1/2% Cumulative Convertible Preferred
Stock (liquidation preference $50 per share) (the "Convertible Preferred
Stock"), 3,980,000 of which were sold in a private placement pursuant to Section
4(2) of the Securities Act to "qualified institutional investors" as such term
is defined in Rule 144A under the Securities Act and 20,000 of which were sold
outside of the United States pursuant to Regulation S under the Securities Act.
The gross proceeds to the Company from the sale of the Convertible Preferred
Stock were $200,000,000. The initial purchasers of the Convertible Preferred
Stock were Smith Barney Inc. and Goldman, Sachs & Co. The underwriting discount
was 3% of the purchase price of $50.00 per share of the Convertible Preferred
Stock. The Convertible Preferred Stock will be convertible at the option of the
holder into shares of Class A Common Stock at any time, unless previously
redeemed or repurchased, at a conversion rate of 1.145 shares of Class A Common
Stock per share of Convertible Preferred Stock, subject to customary adjustments
upon the occurrence of certain events. In addition, at any time from and after
April 15, 2001 through and including April 15, 2006, the Company may elect to
cause such conversion right to expire, upon not less than 30 nor more than 60
days' notice, if the closing price of the Class A Common Stock exceeds 120% of
the conversion price (the quotient obtained by dividing $50.00 by the conversion
rate) for 20 trading days in any period of 30 consecutive trading days.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTLINK COMMUNICATIONS, INC.
/s/Kathleen H. Iskra
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Kathleen H. Iskra
Vice President, Chief Financial Officer
and Treasurer
April 14, 1998
