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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)
May 19, 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 36,296,789
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None
10. SHARED DISPOSITIVE POWER
36,296,798
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,296,798
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.41% Class A
58.12% Class B
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 36,310,029
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None
10. SHARED DISPOSITIVE POWER
36,310,029
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,310,029
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.43% Class A
58.12% Class B
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 36,310,029
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH None
10. SHARED DISPOSITIVE POWER
36,310,029
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,154,523
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.43% Class A
59.66% Class B
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 36,296,789
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 3,000
10. SHARED DISPOSITIVE POWER
36,296,789
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,299,789
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.41% Class A
58.12% Class B
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)
35.46% Class B
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. 3 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 May 19, 2000 Eagle River and the trustee obtained an order of the Court of
Chancery of the State of Delaware modifying the Eagle River Irrevocable
Trust Agreement of 2000, requiring the trustee to sell NEXTLINK common shares
held by the Trust only on written direction of Eagle River as the beneficiary.
On May 22, 2000, Eagle River directed the trustee to halt sales of NEXTLINK
common shares held by the Trust. 2,415,000 shares of NEXTLINK common stock
continue to be held by the Trust. Craig O. McCaw continues as the controlling
member of Eagle River, with an undiminished beneficial interest in the
NEXTLINK Common Stock held by the Trust. A total of 1,085,000 shares of
NEXTLINK Common Stock were sold by the Trust.
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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 51,317,085 shares of Class B Common Stock, which are
convertible into 51,317,085 shares of Class A Common Stock at any time and
4,425,002 shares of Class A Common Stock. Such shares represent 68.16% 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 51,317,085 shares of Class B Common Stock, which are convertible into
51,317,085 shares of Class A Common Stock at any time, 4,425,002 shares
of Class A Common Stock 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 68.18% of the Class A
Common Stock. ERI shares voting and investment power with Eagle River and Mr.
McCaw with respect to the 51,317,085 shares of Class B Common Stock and
4,425,002 shares of Class A 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 52,161,579 shares of Class B Common Stock, which are convertible
into 52,161,579 shares of Class A Common Stock at any time, 4,425,002
shares of Class A Common Stock 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 69.21% of the Class A
Common Stock. Mr. McCaw shares voting and investment power with Eagle River
and ERI with respect to 51,317,085 shares of Class B Common Stock and
4,425,002 shares of Class A 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 51,317,085 shares of Class B Common Stock, which are convertible
into 51,317,085 shares of Class A Common Stock at any time as a result of his
membership in Eagle River, 4,425,002 shares of Class A Common Stock, 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 68.17% 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 51,317,085 shares of Class B Common Stock, which are convertible
into 51,317,085 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 62.77% 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 81,779,060 shares of Class A Common Stock outstanding, as of May 23,
2000, and 54,834,765 shares of Class B Common Stock.
(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 June 7, 2000
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C. James Judson
Vice President
