NEXTLINK COMMUNICATIONS INC /DE/
8-K, 2000-01-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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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) January 20, 2000
                                                         ----------------

                          NEXTLINK Communications, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

Delaware                         000-22939                   91-1738221
- --------                         ---------                   ----------
(State or other                  (Commission                 (IRS Employer
jurisdiction of                  File Number)                Identification No.)
incorporation)


           1505 Farm Credit Drive, McLean, Virginia             22102
           ----------------------------------------------------------
           (Address of principal executive offices)        (Zip Code)

       Registrant's Telephone Number, including area code: (703) 547-2000
                                                           --------------


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



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Item 5. Other Events.

NEXTLINK Communications, Inc. announced the closing of the previously announced
$850 million investment by Forstmann Little in NEXTLINK. In the transaction,
Forstmann Little made the $850 million equity investment in the form of
preferred stock that is convertible into NEXTLINK common stock, giving Forstmann
Little ownership of approximately 8 percent of NEXTLINK's current fully diluted
common shares. NEXTLINK's press release announcing the closing, filed herewith
as Exhibit 99.1, is incorporated herein by reference.


Item 7. Financial Statements and Exhibits.

     (c) Exhibits:

          The following exhibit is filed as part of this report:

          99.1    Press Release, dated January 20, 2000.


                                      -2-

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                                    SIGNATURE

     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.


                                        By: /s/ Gary D. Begeman
                                            ------------------------------
                                            Gary D. Begeman
                                            Vice President and General Counsel


Dated: January 24, 2000


                                      -3-

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                                  Exhibit Index
                                  -------------

Exhibit No.       Description
- -----------       -----------

99.1              Press Release, dated January 20, 2000.




<PAGE>


FOR IMMEDIATE RELEASE


            NEXTLINK COMMUNICATIONS ANNOUNCES CLOSING OF $850 MILLION
                           FORSTMANN LITTLE INVESTMENT


McLean, Va. (January 20, 2000) --NEXTLINK Communications, Inc. (NASDAQ:NXLK), a
fast-growing provider of broadband communications services, announced the
closing of the previously announced $850 million investment by Forstmann Little
in NEXTLINK.

In the transaction, Forstmann Little made the $850 million equity investment in
the form of preferred stock that is convertible into NEXTLINK common stock,
giving Forstmann Little ownership of approximately 8 percent of NEXTLINK's
current fully diluted common shares. Nicholas C. Forstmann and Sandra J.
Horbach, both general partners at Forstmann Little, have joined the NEXTLINK
Board of Directors.

Since its founding in 1978, Forstmann Little has made 26 acquisitions and
significant equity investments, returning billions of dollars to its investors.
The firm's best-known investments include Gulfstream Aerospace, General
Instrument and Ziff-Davis Publishing. Current investments include: Yankee Candle
Company (NYSE: YCC), the leading maker and marketer of premium candles;
Community Health Systems, a leading rural hospital company; McLeodUSA (NASDAQ:
MCLD), one of the fastest-growing integrated communications providers; and
Intelisys Electronic Commerce, a pioneer in Internet-based business-to-business
procurement solutions. The firm currently has nearly $2 billion in committed
capital for future investments.

NEXTLINK provides high quality, broadband communications services to businesses
over fiber optic and broadband wireless facilities across the United States,
currently serving 49 markets. NEXTLINK is the largest holder of broadband fixed
wireless spectrum in North America, with licenses covering 95 percent of the
population in the top 30 markets in the United States. NEXTLINK plans to use
wireless capabilities to complement and extend the reach of its local fiber
optic networks in the markets in which NEXTLINK has spectrum. Additionally,
NEXTLINK is acquiring exclusive rights to use certain fibers and a conduit
throughout a 16,000-mile high-speed, IP-centric fiber optic backbone network
that will connect over 50 cities in the United States and Canada. The network is
expected to be completed in 2001, with NEXTLINK turning on many segments of the
network during 2000. Through this unrivaled collection of facilities, NEXTLINK
will provide integrated, end-to-end telecommunications solutions to its
customers.

On Jan. 10, 2000, NEXTLINK and Concentric Network Corporation announced a $2.9
billion transaction to combine the companies that is expected to close in the
second quarter of this year. Concentric Network provides complete Internet
business solutions for small- and medium-sized enterprises, including DSL
access, Web hosting and e-commerce. Concentric Network also offers data center
services, virtual private networks, dedicated access, and



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application infrastructure services for delivering applications over the
Internet or a virtual private network.

                                      # # #

The statements contained in this release which are not historical facts are
"forward-looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995). These statements include those describing the
enhanced product and service offerings, the expected timing of the proposed
transaction between NEXTLINK and Concentric Network and the expected timing of
the implementation of NEXTLINK's network. Management wishes to caution the
reader that these forward-looking statements, regarding matters that are not
historical facts, are only predictions and are subject to risks and
uncertainties and actual results may differ materially from those indicated in
the forward-looking statements as a result of a number of factors including
those identified in NEXTLINK's Form 10-K for the year ended December 31, 1998,
and other reports and registration statements filed with the Securities and
Exchange Commission. These factors include, but are not limited to, the combined
company's ability to successfully market its products and services to current
and new customers in a competitive marketplace, to design and construct fiber
optic networks, install cable and facilities, including switching electronics,
to develop, install and provision LMDS equipment and interconnect that equipment
with the Company's fiber networks and connect the networks, including LMDS
equipment to customers and on satisfactory terms and conditions, and certain
risks related to the Company's national network strategy. Additional factors
include the ability of NEXTLINK and Concentric Network to successfully integrate
their operations, products and services, and to timely obtain the regulatory and
stockholder approvals that are conditions to closing the proposed transaction.


NEXTLINK Contact:          Todd Wolfenbarger / media and industry analysts
                           03-547-2011/ 206.399.6770 portable
                           [email protected]

                           Nancy Bacchieri / financial analysts
                           425.519.8940

Forstmann Little Contact:  George Sard/Anna Cordasco
                           Sard Verbinnen & Co
                           212/687-8080





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