NEXTLINK COMMUNICATIONS INC / DE
SC 13D/A, 1999-03-16
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. 3)

                    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)

                                 Joseph L. Cole
                   Executive Vice President & General Counsel
                            Ampersand Holdings, Inc.
                           1301 Santa Barbara Street
                            Santa Barbara, CA 93101
                                  805/963-7301
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 19, 1999
              (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 [ ].



                                       1
<PAGE>   2
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            9.      SOLE DISPOSITIVE POWER
           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)

               31.4%

14.     TYPE OF REPORTING PERSON*

               IN


                                       2
<PAGE>   3
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
         BENEFICIALLY       8.      SHARED VOTING POWER
           OWNED BY                 9,722,649
           REPORTING 
            PERSON          9.      SOLE DISPOSITIVE POWER
             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)

               31.4%

14.     TYPE OF REPORTING PERSON*

               OO


                                       3
<PAGE>   4
SCHEDULE 13D

CUSIP No. 65333H707

1.      NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Ampersand Telecom, LLC

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
               Delaware

                            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)

               31.4%

14.     TYPE OF REPORTING PERSON*

               OO


                                       4
<PAGE>   5
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                    2,000
           WITH
                            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


                                       5
<PAGE>   6
SCHEDULE 13D

CUSIP No. 65333H707

        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 certain of the
Prior Reporting Persons on November 6, 1997 and Amendment No. 2 to the Schedule
13D filed by certain of the Prior Reporting Persons on June 7, 1998 (the
"Schedule 13D"), and constitutes Amendment No. 3 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") 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, Ampersand Telecom LLC and
Gregory J. Parker. Eagle River, ER Inc., Mr. McCaw, Mr. Weibling, Mrs. McCaw,
The Ampersand Telecom Trust and Mr. Gregory J. Parker are sometimes referred to
herein as the "Prior Reporting Persons." Mrs. McCaw, The Ampersand Telecom
Trust, Ampersand Telecom, LLC 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 is a United States citizen. Mrs.
McCaw's business address is c/o Ampersand Holdings, Inc., 1301 Santa Barbara
Street, Santa Barbara, California 93101, Attention: Gregory J. Parker. 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 1301 Santa Barbara Street,
Santa Barbara, California 93101. Wendy P. 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 engaged in the business of holding investments of Wendy P. McCaw.


                                       6
<PAGE>   7
SCHEDULE 13D

CUSIP No. 65333H707

        Ampersand Telecom, LLC is a limited liability company created under the
laws of Delaware and its principal business address is 1301 Santa Barbara
Street, Santa Barbara, California 93101. Ampersand Telecom LLC was formed on
February 19, 1999. The Ampersand Telecom Trust is the Managing Member of
Ampersand Telecom, LLC and has the sole right to vote on all matters affecting
Ampersand Telecom, LLC. Ampersand Telecom, LLC is engaged in the business of
holding investments of Wendy P. McCaw.

        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 or
Ampersand Telecom, LLC. Mr. Parker is employed as the President of Ampersand
Holdings, Inc., which is engaged in the business of holding investments of Wendy
P. McCaw, and his business address is 1301 Santa Barbara Street, Santa Barbara,
California 93101. 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:

        Ampersand Telecom, LLC obtained beneficial ownership of the securities
reported in Item 5 pursuant to a transfer from The Ampersand Telecom Trust to
Ampersand Telecom, LLC on February 19, 1999.

ITEM 4. PURPOSE OF TRANSACTION.

        Item 4 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:

        Ampersand Telecom, LLC acquired the securities reported in Item 5
pursuant to a transfer from The Ampersand Telecom Trust. This transfer from The
Ampersand Telecom Trust to Ampersand Telecom, LLC was for the purpose of
facilitating the administration of the business affairs of Mrs. McCaw. Ampersand
Telecom Trust is the Managing Member of Ampersand Telecom, LLC and has the sole
right to vote on all matters affecting Ampersand Telecom, LLC.


                                       7
<PAGE>   8
SCHEDULE 13D

CUSIP No. 65333H707

        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.

        Item 5 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:

        (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 92.7%
of the Class B Common Stock and 54% 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 Ampersand Telecom, LLC,
The Ampersand Telecom Trust, 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.


                                       8
<PAGE>   9
SCHEDULE 13D

CUSIP No. 65333H707

        (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 92.7% of the Class B Common Stock and 54% 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, Ampersand Telecom, LLC, 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) Ampersand Telecom, LLC 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 92.7%
of the Class B Common Stock and 54% of the Class A Common Stock determined in
accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Ampersand Telecom,
LLC may be deemed to share voting power and investment power with Wendy P.
McCaw, The Ampersand Telecom Trust, Gregory J. Parker, Eagle River, ER Inc., Mr.
McCaw and Mr. Weibling. Ampersand Telecom, LLC 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.

        (iv) 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 92.7% of the Class
B Common Stock and 54% of the Class A Common Stock determined in accordance with
Rule 13d-3(d)(1)(i) under the Exchange Act. Mr. Parker may be deemed to share
voting power and investment power with Wendy P. McCaw, Ampersand Telecom, LLC,
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, Ampersand Telecom, LLC, The Ampersand Telecom Trust, Mr.
McCaw, Eagle River, ER Inc. and Mr. Weibling.


                                       9
<PAGE>   10
SCHEDULE 13D

CUSIP No. 65333H707

        All percentages contained in this Schedule 13D have been calculated
based upon 31,133,502 shares of Class B Common Stock outstanding and 21,232,980
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) The Ampersand Telecom Trust
transferred 9,722,649 shares to Ampersand Telecom, LLC, as further described in
Items 4 and 5. There have been no other transactions in shares of Class A Common
Stock by the Current Reporting Persons during the past sixty days.

        (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, ER Inc. and Ampersand Telecom, LLC
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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

        Item 6 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:

        The Limited Liability Company Agreement of Ampersand Telecom LLC
provides that Ampersand Telecom, LLC may admit nonvoting Class B Members that
have contingent specified economic participations in the securities of the
Issuer held by Ampersand Telecom, LLC. The Ampersand Telecom Trust, which is
controlled by Wendy P. McCaw, is the sole Managing Member of Ampersand Telecom,
LLC and holds of all voting interests in Ampersand Telecom, LLC. Gregory J.
Parker is a Class B Member of Ampersand Telecom, LLC.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

        Item 7 is hereby amended and supplemented, with respect to the Current
Reporting Persons only, as set forth below:

Exhibit 99.4 Joint Filing Agreement among the Current Reporting Persons, dated
             effective as of March 15, 1999


                                       10
<PAGE>   11
SCHEDULE 13D

CUSIP No. 65333H707

                                    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: March 15, 1999

                                            /s/ WENDY P. MCCAW
                                            ------------------------------------
                                            Wendy P. McCaw


                                            THE AMPERSAND TELECOM TRUST

                                            By: /s/ GREGORY J. PARKER
                                                --------------------------------
                                                Gregory J. Parker
                                                Trustee


                                            AMPERSAND TELECOM, LLC

                                            By: /s/ GREGORY J. PARKER
                                                --------------------------------
                                                Gregory J. Parker
                                                President


                                            /s/ GREGORY J. PARKER
                                            ------------------------------------
                                            Gregory J. Parker


                                       11

<PAGE>   1
                                                                    EXHIBIT 99.4
                             JOINT FILING AGREEMENT

        The undersigned hereby agree that the statement on Schedule 13D dated
March 15, 1998, 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: March 15, 1999

                                            /s/ WENDY P. MCCAW
                                            ------------------------------------
                                            Wendy P. McCaw


                                            THE AMPERSAND TELECOM TRUST

                                            By: /s/ GREGORY J. PARKER
                                                --------------------------------
                                                Gregory J. Parker
                                                Trustee


                                            AMPERSAND TELECOM, LLC

                                            By: /s/ GREGORY J. PARKER
                                                --------------------------------
                                                Gregory J. Parker
                                                President


                                            /s/ GREGORY J. PARKER
                                            ------------------------------------
                                            Gregory J. Parker


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