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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
NEXTLINK COMMUNICATIONS, INC.
(Name of Issuer)
Class A Common Stock, $.02 par value
(Title of Class of Securities)
65333H707
(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)
May 14, 1998
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP No. 65333H707
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*
OO
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
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 9,722,649
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
9,722,649
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,722,649
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 65333H707
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Ampersand Telecom Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
7. SOLE VOTING POWER
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,722,649
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
10. SHARED DISPOSITIVE POWER
9,722,649
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,722,649
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
14. TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP No. 65333H707
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory J. Parker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
2,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 2,000
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14. TYPE OF REPORTING PERSON*
IN
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This statement amends and supplements the information set forth in the
Schedule 13D filed by the Prior Reporting Persons (as defined below) with the
Securities and Exchange Commission on October 20, 1997, as amended and
supplemented by Amendment No. 1 to the Schedule 13D filed by the Prior Reporting
Persons on November 6, 1997 (the "Schedule 13D"), and constitutes Amendment No.
2 to the Schedule 13D. Capitalized terms used herein without definition shall
have the meaning assigned to such terms in the Schedule 13D.
Explanatory Note:
As a result of executing a NEXTLINK Stock Distribution Agreement (the
"Agreement") in connection with a portion of the settlement of a divorce action
between Mr. Craig O. McCaw and Mrs. Wendy P. McCaw effective as of November 3,
1997, Eagle River Investments, L.L.C., a Washington limited liability company
that is controlled by Mr. McCaw ("Eagle River"), Eagle River, Inc. ("ER Inc."),
a Washington corporation, Mr. McCaw and Mr. Dennis Weibling, each a member of
Eagle River, may be deemed, for the purposes of Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), to have formed a "group" with Mrs.
McCaw, The Ampersand Telecom Trust and Gregory J. Parker. Eagle River, ER Inc.,
Mr. McCaw, Mr. Weibling and Mrs. McCaw are sometimes referred to herein as the
"Prior Reporting Persons." Mrs. McCaw, The Ampersand Telecom Trust and Mr.
Parker are sometimes referred to herein as the "Current Reporting Persons." This
statement amends and supplements the information set forth in the Schedule 13D
only with respect to the Current Reporting Persons.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:
(a) - (c) and (f). Wendy P. McCaw, a United States citizen, is filing
this Statement as a beneficial owner of 9,722,649 shares of Class B Common
Stock. Mrs. McCaw's business address is c/o Latham & Watkins, 633 West Fifth
Street, Suite 4000, Los Angeles, California 90071-2007, Attention: Bruce R.
Lederman, Esq. Mrs. McCaw is a private investor.
The Ampersand Telecom Trust is a trust created under the laws of
California and its principal business address is 1332 Anacapa Street, Suite 200,
Santa Barbara, California 93101. Wendy McCaw, as settlor, formed The Ampersand
Telecom Trust on May 12, 1998. Mrs. McCaw is the sole beneficiary of The
Ampersand Telecom Trust. The Ampersand Telecom Trust is revocable at the will of
Mrs. McCaw. The trustee of The Ampersand Telecom Trust, Gregory J. Parker, may
exercise his duties under The Ampersand Telecom Trust only pursuant to the
written directions of the beneficiary, Mrs. McCaw. The Ampersand Telecom Trust
is filing this Statement as the beneficial owner of 9,722,629 shares of Class B
Common Stock. The Ampersand Telecom Trust is engaged in the business of holding
investments of Wendy P. McCaw.
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Gregory J. Parker, a United States citizen, is filing this Statement in
his capacity as the trustee of The Ampersand Telecom Trust. Mr. Parker disclaims
beneficial ownership in all securities held by The Ampersand Telecom Trust. Mr.
Parker's business address is 1332 Anacapa Street, Suite 200, Santa Barbara,
California 93101. Mr. Parker is involved in the business of providing legal
services. He also serves as a director of the issuer.
(d) and (e). During the last five years, the Current Reporting Persons
have not (i) been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:
Wendy P. McCaw obtained direct beneficial ownership of the securities
reported in Item 5 in connection with the settlement of a divorce proceeding
between Craig O. McCaw and Wendy P. McCaw as further described in the Schedule
13D.
The Ampersand Telecom Trust obtained beneficial ownership of the
securities reported in Item 5 pursuant to a transfer from Wendy P. McCaw to The
Ampersand Telecom Trust on May 14, 1998.
Gregory J. Parker purchased the securities reported in Item 5 in April
1998 with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:
Wendy P. McCaw obtained direct beneficial ownership of the securities
reported in Item 5 in connection with the settlement of a divorce proceeding
between Craig O. McCaw and Wendy P. McCaw as further described in the Schedule
13D.
The Ampersand Telecom Trust acquired the securities reported in Item 5
pursuant to a transfer from Wendy P. McCaw to The Ampersand Telecom Trust on May
14, 1998. The transfer from Mrs. McCaw to The Ampersand Telecom Trust was for
the purpose of the administrative convenience of Mrs. McCaw. Mrs. McCaw is the
sole beneficiary of The Ampersand Trust. The Ampersand Telecom Trust is
revocable at the will of Mrs. McCaw. The
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trustee of The Ampersand Telecom Trust, Gregory J. Parker, may exercise his
duties under The Ampersand Telecom Trust only pursuant to the written directions
of the beneficiary, Mrs. McCaw.
On June 4, 1998, Mrs. McCaw exercised her right, pursuant to the
Agreement, to designate a director to the Board of Directors of the issuer. Mrs.
McCaw designated Gregory J. Parker to the Board of Directors of the issuer.
The Current Reporting Persons may from time to time seek to increase,
reduce or dispose of their investment in the issuer in the open market, in
privately negotiated transactions, or otherwise. The determination to effect any
such transactions will depend on, among other things, the market price,
availability of funds, borrowing costs, market conditions, tax considerations,
developments affecting the issuer and the Current Reporting Persons, other
opportunities available to the Current Reporting Persons and other
considerations.
From time to time, one or more of the Current Reporting Persons may hold
discussions with third parties or with management of the issuer in which the
Current Reporting Persons may suggest or take a position with respect to
potential changes in the operations, management or capital structure of the
issuer as a means of enhancing shareholder value. Such suggestions or positions
may relate to one or more of the transactions specified in clauses (a) through
(j) of Item 4 of the Schedule 13D, including, without limitation, such matters
as disposing of or selling all or a portion of the issuer or acquiring another
company or business, changing operating or marketing strategies, adopting or not
adopting certain types of anti-takeover measures and restructuring the issuer's
capitalization or dividend policy.
Except as set forth above, the Current Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the actions
required to be described in Item 4 of Schedule 13D.
Each of the Current Reporting Persons may, at any time, review or
reconsider its position with respect to the issuer and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). (i) Mrs. McCaw may be deemed to have voting and investment
power with respect to 28,860,901 shares of Class B Common Stock, which are
convertible into 28,860,901 shares of Class A Common Stock at any time, 3,500
shares of Class A Common Stock and an additional 6,620 shares of Class A Common
Stock pursuant to options to acquire such Class A Common Stock that are
exercisable within 60 days. Such shares of Class B Common Stock represent 86.2%
of the Class B Common Stock and 53.9% of the Class A Common Stock determined in
accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Mrs. McCaw may be
deemed to share voting power and investment power with The Ampersand Telecom
Trust,
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Gregory J. Parker, Eagle River, ER Inc., Mr. McCaw and Mr. Weibling. Mrs. McCaw
disclaims beneficial ownership of an aggregate of 19,138,252 shares of Class B
Common Stock and 10,120 shares of Class A Common Stock beneficially owned by Mr.
McCaw, Eagle River, ER Inc., Mr. Weibling and Mr. Parker.
(ii) The Ampersand Telecom Trust may be deemed to have voting and
investment power with respect to 28,860,901 shares of Class B Common Stock,
which are convertible into 28,860,901 shares of Class A Common Stock at any
time, 3,500 shares of Class A Common Stock and an additional 6,620 shares of
Class A Common Stock pursuant to options to acquire such Class A Common Stock
that are exercisable within 60 days. Such shares of Class B Common Stock
represent 86.2% of the Class B Common Stock and 53.9% of the Class A Common
Stock determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
The Ampersand Telecom Trust may be deemed to share voting power and investment
power with Wendy P. McCaw, Gregory J. Parker, Eagle River, ER Inc., Mr. McCaw
and Mr. Weibling. The Ampersand Telecom Trust disclaims beneficial ownership of
an aggregate of 19,138,252 shares of Class B Common Stock and 10,120 shares of
Class A Common Stock beneficially owned by Mr. McCaw, Eagle River, ER Inc., Mr.
Weibling and Mr. Parker.
(iii) Gregory J. Parker may be deemed to have voting and investment
power with respect to 28,860,901 shares of Class B Common Stock, which are
convertible into 28,860,901 shares of Class A Common Stock at any time, 3,500
shares of Class A Common Stock and an additional 6,620 shares of Class A Common
Stock pursuant to options to acquire such Class A Common Stock that are
exercisable within 60 days. Such shares of Class B Common Stock represent 86.2%
of the Class B Common Stock and 53.9% of the Class A Common Stock determined in
accordance with Rule 13(d)(3)(d)(1)(i) under the Exchange Act. Mr. Parker may be
deemed to share voting power and investment power with Wendy P. McCaw, The
Ampersand Telecom Trust, Eagle River, ER Inc., Mr. McCaw and Mr. Weibling. Mr.
Parker disclaims beneficial ownership of an aggregate of 28,860,901 shares of
Class B Common Stock and 8,120 shares of Class A Common Stock beneficially owned
by Mrs. McCaw, The Ampersand Telecom Trust, Mr. McCaw, Eagle River, ER Inc. and
Mr. Weibling.
All percentages contained in this Schedule 13D have been calculated
based upon 33,483,502 shares of Class B Common Stock outstanding and 20,053,919
shares of Class A Common Stock outstanding, each as set forth in the issuer's
most recent quarterly report on Form 10-Q.
(c) During the past sixty days, (i) Wendy P. McCaw transferred 9,722,649
shares to The Ampersand Telecom Trust, as further described in Items 4 and 5 and
(ii) Gregory J. Parker acquired 2,000 shares of Class A Common Stock as further
described in Item 4. There have been no other transactions in shares of Class A
Common Stock by the Current Reporting Persons during the past sixty days.
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(d) To the knowledge of the Current Reporting Persons, no person other
than each respective owner referred to herein of shares of Class A Common Stock
or Class B Common Stock is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of sale of shares of Class
A Common Stock and Class B Common Stock, except that the respective members and
shareholders, as relevant, of Eagle River and ER Inc. have the right to
participate in the receipt of dividends from or proceeds of the sale of, the
shares of Class A Common Stock and Class B Common Stock held for their
respective accounts.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.3 Joint Filing Agreement among the Current Reporting Persons, dated
June 15, 1998
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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 : June 17, 1998
/s/ Wendy P. McCaw
----------------------------------
Wendy P. McCaw
THE AMPERSAND TELECOM TRUST
By: /s/ Gregory J. Parker
------------------------------
Gregory J. Parker
Trustee
/s/ Gregory J. Parker
---------------------------------
Gregory J. Parker
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EXHIBIT 99.3
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D dated
October 20, 1997, with respect to the Class A Common Stock of NEXTLINK
Communications, Inc. is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which shall for
all purposes be deemed to be an original and all of which shall constitute one
and the same instrument.
Dated: June 15, 1998
/s/ Wendy P. McCaw
---------------------------------
Wendy P. McCaw
THE AMPERSAND TELECOM TRUST
By: /s/ Gregory J. Parker
------------------------------
Gregory J. Parker
Trustee
/s/ Gregory J. Parker
---------------------------------
Gregory J. Parker
