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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)
C. JAMES JUDSON, ESQ.
General Counsel
Eagle River Investments, L.L.C.
2300 Carillon Point
Kirkland, Washington 98033-7353
425-828-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 2000
(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
Eagle River Investments, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7. SOLE VOTING POWER
None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 33,881,789
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None
10. SHARED DISPOSITIVE POWER
33,881,789
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,881,789
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.58
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
Eagle River, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7. SOLE VOTING POWER
None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 33,895,029
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None
10. SHARED DISPOSITIVE POWER
33,895,029
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,895,029
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6
14. TYPE OF REPORTING PERSON*
CO
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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
Craig O. McCaw
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7. SOLE VOTING POWER
844,494
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 33,895,029
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None
10. SHARED DISPOSITIVE POWER
33,895,029
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,852,645
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.89
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
Dennis Weibling
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7. SOLE VOTING POWER
3,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 33,881,789
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 3,000
10. SHARED DISPOSITIVE POWER
33,881,789
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,884,789
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.58%
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
Wendy P. McCaw
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7. SOLE VOTING POWER
19,445,298
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 19,445,298
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,445,298
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.2
14. TYPE OF REPORTING PERSON*
IN
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This statement amends and supplements the information set forth in the
Schedule 13D Amendment filed by the Reporting Persons (as defined below) with
the Securities and Exchange Commission (the "Commission") on November 3, 1997
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.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this amended statement are:
(1) Eagle River Investments, L.L.C., is a limited liability company
formed under the laws of the State of Washington ("Eagle River"). The
principal business of Eagle River is to build equity value for each of its
members by acquiring, investing, holding, dealing and disposing of
securities, venture opportunities or other investments. The address of Eagle
River's principal business and principal office is 2300 Carillon Point,
Kirkland, Washington 98033.
(2) Eagle River, Inc., is a Washington state corporation ("ERI"). The
principal business of ERI is investment management. The address of Eagle
River's principal business and principal office is 2300 Carillon Point,
Kirkland, Washington 98033.
(3) Craig O. McCaw, an individual ("Mr. McCaw"), is the controlling
stockholder and director of Eagle River, Inc., and has voting and management
control of Eagle River Investments. Mr. McCaw serves as Chairman of Eagle
River and ERI. Mr. McCaw's business address is 2300 Carillon Point, Kirkland,
Washington 98033.
The executive officers of Eagle River and ERI are as follows: Craig O. McCaw,
Chairman; Dennis M. Weibling, President; William A. Hoglund, Vice President
and Chief Financial Officer; and C. James Judson, Vice President, Secretary
and General Counsel. Each of Mr. Weibling, Mr. Hoglund and Mr. Judson serves
in the foregoing capacities as his present principal occupation. The business
address of each of Mr. McCaw, Mr. Weibling, Mr. Hoglund and Mr. Judson is
2300 Carillon Point, Kirkland, Washington 98033.
During the past five years, none of Eagle River, ERI, Mr. McCaw or the other
above-named executive officers of Eagle River and ERI has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has 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.
Mr. McCaw, Mr. Weibling, Mr. Hoglund and Mr. Judson are all citizens of the
United States of America.
Eagle River acquired its securities in connection with the formation of the
Issuer and in connection with additional equity contributions prior to April
1997.
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In connection with a settlement of a divorce action effective November 3,
1997 between Mr. McCaw and Wendy P. McCaw, ("Mrs. McCaw"), pursuant to the
Agreement, Mr. McCaw and Eagle River agreed to transfer beneficial and record
ownership to Mrs. McCaw of 9,722,649 shares of Class B Common Stock,
convertible at any time on a one-for-one basis, for shares of Class A Common
Stock.
In connection with the execution of the Agreement and transfer of the shares,
Mrs. McCaw granted to Mr. McCaw an irrevocable proxy, which provides that
for so long as Mrs. McCaw owns shares of Class B Common Stock, Mr. McCaw has
the right to vote such of Mrs. McCaw's shares of Class B Common Stock as are
necessary for Mr. McCaw to have 51% of the voting power of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended, as follows:
On February 24, 2000, Eagle River delivered 3,500,000 shares of NEXTLINK
Common Stock to the Eagle River Trust, an irrevocable trust (the "Trust").
Eagle River is the sole beneficiary of the Trust, and the Bank of America
Trust Company of Delaware, N.A., serves as its independent trustee with sole
voting power over the shares in the Trust. The trustee has been irrevocably
instructed to sell the Trust Shares over the next 200 trading days in
increments of 17,500 shares per day. Craig O. McCaw continues as the
controlling member of Eagle River, with an undiminished beneficial interest
in the NEXTLINK Common Stock delivered to the Trust.
On February 7, 2000, Eagle River distributed 361,785 shares of NEXTLINK
Common Stock to six of its minority members. Mr. McCaw retains no legal or
beneficial interest in these shares, and will not exercise any authority over
their voting or disposition.
On June 11, 1999, Nextlink, Inc. was merged with and into NEXTLINK
Communications, Inc. As a result of the merger, a total of 535,369 shares of
Class B Common Stock were distributed to Mr. McCaw, and Nextlink, Inc.
ceased its separate corporate existence.
On July 5, 1999, Mr. McCaw transferred 113,122 shares of Class B Common Stock
to his brother Keith McCaw. Mr. McCaw retains voting interest in these shares.
In August of 1999, the company declared a two for one stock split. The number
of shares reflected in this Amendment gives effect to that split.
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Item 5. Interest in Securities of Issuer
Item 5 is hereby amended and restated in its entirety as set forth below:
(a) and (b). (i) Eagle River may be deemed to have voting and investment
power with respect to 53,327,087 shares of Class B Common Stock, which are
convertible into 53,327,087 shares of Class A Common Stock at any time. Such
shares represent 71.7% of the Class A Common Stock. Eagle River shares voting
and investment power with ERI and Mr. McCaw, and may be deemed to share
voting power with Mrs. McCaw. Eagle River disclaims beneficial ownership in
19,445,298 shares of Class B Common Stock beneficially owned by Mrs. McCaw.
(ii) ERI may be deemed to have voting and investment power with
respect to 53,327,087 shares of Class B Common Stock, which are convertible
into 53,327,087 shares of Class A Common Stock at any time and an additional
13,240 shares of Class A Common Stock pursuant to options to acquire such
Class A Common Stock that are exercisable within 60 days. Such shares
represent 71.7% of the Class A Common Stock. ERI shares voting and
investment power with Eagle River and Mr. McCaw with respect to the 53,327,087
shares of Class B Common Stock and may be deemed to share voting power with
Mrs. McCaw. ERI disclaims beneficial ownership in 19,445,298 shares of
Class B Common Stock beneficially owned by Mrs. McCaw.
(iii) Mr. McCaw may be deemed to have voting and investment power with
respect to 54,171,581 shares of Class B Common Stock, which are convertible
into 54,171,581 shares of Class A Common Stock at any time and an additional
13,240 shares of Class A Common Stock pursuant to options to acquire such
Class A Common Stock that are exercisable within 60 days. Such shares
represent 72.9% of the Class A Common Stock. Mr. McCaw shares voting and
investment power with Eagle River and ERI with respect to 53,327,087 shares
of Class B Common Stock, shares voting power with his brother Keith McCaw
with respect to 113,122 shares of Class B Common Stock, and may be deemed to
share voting power with Mrs. McCaw. Mr. McCaw disclaims beneficial ownership
in 19,445,298 shares of Class B Common Stock beneficially owned by Mrs.
McCaw, and 113,122 shares of Class B Common Stock beneficially owned by Keith
McCaw.
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(iv) Mr. Weibling may be deemed to have voting and investment power with
respect to 53,327,087 shares of Class B Common Stock, which are convertible
into 53,327,087 shares of Class A Common Stock at any time as a result of his
membership in Eagle River, and an additional 3,000 shares of Class A Common
Stock that are held in trust for Mr. Weibling's minor children. Such shares
represent 71.6% of the Class A Common Stock. Mr. Weibling may be deemed to
share voting and investment power with Eagle River, ERI and Mr. McCaw,
and voting power with Mrs. McCaw. Mr. Weibling disclaims beneficial ownership
in all securities held by Eagle River, except to the extent of his pecuniary
interest therein. Mr. Weibling also disclaims beneficial ownership in
19,445,298 shares of Class B Common Stock beneficially owned by Mrs. McCaw.
(v) Mrs. McCaw may be deemed to having voting and investment power with
respect to 53,327,087 shares of Class B Common Stock, which are convertible
into 53,327,087 shares of Class A Common Stock at any time, and an additional
13,240 shares of Class A Common Stock pursuant to options to acquire such
Class A Common Stock that are exercisable within 60 days. Such shares
represent 71.7% 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 Eagle River, ERI, Mr. McCaw and
Mr. Weibling. Mrs. McCaw disclaims beneficial ownership of an aggregate of
33,881,789 shares of Common Stock beneficially owned by Mr. McCaw, Eagle
River and ERI.
All percentages contained in this Schedule 13D have been calculated based
upon 74,334,000 shares of Class A Common Stock outstanding, as of March 31,
2000.
(c) There have been no other transactions in shares of Class A or Class B
Common Stock by the Reporting Persons or, to the best knowledge of the
Reporting Persons, by and of Eagle River's or ERI's executive officers and
executive officers and directors, respectfully, since the last filing of the
Schedule 13D.
(d) To the knowledge of the Reporting Persons, no person other than each
respective record 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.
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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.
Eagle River Investments, L.L.C.
/s/ C. James Judson Dated May 4, 2000
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C. James Judson
Vice President
