UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NEXTLINK COMMUNICATIONS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.02 PER SHARE
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(Title of Class of Securities)
65333H707
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(CUSIP Number)
FRIED, FRANK, HARRIS, FORSTMANN LITTLE & CO. SUBORDINATED
SHRIVER & JACOBSON DEBT & EQUITY MANAGEMENT BUYOUT
ONE NEW YORK PLAZA PARTNERSHIP-VII, L.P.
NEW YORK, NY 10004 FORSTMANN LITTLE & CO. EQUITY
ATTN: ROBERT C. SCHWENKEL, ESQ. PARTNERSHIP-VI, L.P.
(212) 859-8000 FL FUND, L.P.
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE
NEW YORK, NY 10153
ATTN: WINSTON W. HUTCHINS
(212) 355-5656
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 22, 2000
-------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,239,130**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 9,239,130**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,239,130**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Section 8(a)(i) of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of Series C Cumulative Convertible Participating Preferred
Stock (the "Series C Preferred") and Qualifications, Limitations and
Restrictions Thereof (the "Series C Certificate of Designation") sets
forth a formula for determining the number of shares of Class A Common
Stock issuable, as at any date, upon conversion of the Series C
Preferred. The number of shares referred to in items 7, 9 and 11 above
was calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as
defined in the Series C Certificate of Designation) equal $63.25.
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VI, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,190,909**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,190,909**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,190,909**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Section 8(a)(i) of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of Series D Convertible Participating Preferred Stock (the
"Series D Preferred") and Qualifications, Limitations and Restrictions
Thereof (the "Series D Certificate of Designation") sets forth a
formula for determining the number of shares of Class A Common Stock
issuable, as at any date, upon conversion of the Series D Preferred.
The number of shares referred to in items 7, 9 and 11 above was
calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as
defined in the Series D Certificate of Designation) equal $63.25.
<PAGE>
SCHEDULE 13D
CUSIP No. 65333H707
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FL FUND, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 8,695**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 8,695**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,695**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Section 8(a)(i) of the Series D Certificate of Designation sets forth
a formula for determining the number of shares of Class A Common Stock
issuable, as at any date, upon conversion of the Series D Preferred.
The number of shares referred to in items 7, 9 and 11 above was
calculated in accordance with such formula assuming that the
Conversion Price and the Net Realizable FMV (each such term as
defined in the Series D Certificate of Designation) equal $63.25.
<PAGE>
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended as follows:
The following information is as of May 22, 2000:
(i) MBO-VII:
(a) Amount Beneficially Owned:
MBO-VII directly owns 584,375 shares of Series C Preferred, which
are convertible into 9,239,130 shares of Class A Common Stock, assuming the
conversion of all Preferred Stock pursuant to Section 8(a)(i) of the
Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of the Series C Preferred
(the "Series C Certificate of Designation"), which sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series C Preferred. The number of shares
of Class A Common Stock referred to above was calculated in accordance with
such formula assuming that the Conversion Price and the Net Realizable FMV
(each such term as defined in the Series C Certificate of Designation)
equal $63.25. FLC XXXIII Partnership ("FLC XXXIII"), a New York general
partnership having its principal business office at the address set forth
in response to Item 2(b) of this statement, is the general partner of
MBO-VII. Theodore J. Forstmann, Nicholas C. Forstmann, Sandra J. Horbach,
Thomas H. Lister, Winston W. Hutchins, S. Joshua Lewis, Jamie C. Nicholls
(each a United States citizen with his or her principal place of business
being at the address set forth in response to Item 2(b) of this statement),
and Tywana LLC, a North Carolina limited liability company having its
principal business office at 201 North Tryon Street, Suite 2450, Charlotte,
N.C. 28202, are the general partners of FLC XXXIII. Mr. Lewis does not have
any voting or investment power with respect to, or any economic interest
in, the shares of Series C Preferred held by MBO-VII; and, accordingly, Mr.
Lewis is not deemed to be the beneficial owner of these shares.
The shares of Series C Preferred owned by MBO-VII are convertible
into approximately 10.1% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended, and there being 81,807,114 shares of
Common Stock outstanding as of March 31, 2000, based on NEXTLINK's
quarterly report on Form 10-Q for the period ending on such date.
(b) Assuming conversion of all Preferred Stock, number of shares
as to which MBO-VII has:
(i) sole power to vote or to direct the vote - 9,239,130.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of
- 9,239,130.
(iv) shared power to dispose or to direct the disposition of
-- none.
(ii) Equity-VI:
(a) Amount Beneficially Owned:
Equity-VI directly owns 265,075 shares of Series D Preferred,
which are convertible into 4,190,909 shares of Class A Common Stock,
assuming the conversion of all Preferred Stock pursuant to Section 8(a)(i)
of the Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of the Series D Preferred
(the "Series D Certificate of Designation"), which sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series D Preferred. The number of shares
of Class A Common Stock referred to above was calculated in accordance with
such formula assuming that the Conversion Price and the Net Realizable FMV
(each such term as defined in the Series D Certificate of Designation)
equal $63.25. FLC XXXII Partnership, L.P. ("FLC XXXII"), a New York limited
partnership having its principal business office at the address set forth
in response to Item 2(b) of this statement, is the general partner of
Equity-VI. Theodore J. Forstmann, Nicholas C. Forstmann, Sandra J. Horbach,
Thomas H. Lister, Winston W. Hutchins, S. Joshua Lewis, Jamie C. Nicholls
(each a United States citizen with his or her principal place of business
being at the address set forth in response to Item 2(b) of this statement),
and Tywana LLC, a North Carolina limited liability company having its
principal business office at the address set forth in Item 5(i)(a) of this
statement, are the general partners of FLC XXXII. Mr. Lewis does not have
any voting or investment power with respect to, or any economic interest
in, the shares of Series D Preferred held by Equity-VI; and, accordingly,
Mr. Lewis is not deemed to be the beneficial owner of these shares.
The shares of Series D Preferred owned by Equity-VI are
convertible into approximately 4.9% of the Class A Common Stock
outstanding, based on calculations made in accordance with Rule 13d-3(d) of
the Exchange Act and there being 81,807,114 shares of Common Stock
outstanding as of March 31, 2000, based on NEXTLINK's quarterly report on
Form 10-Q for the period ending on such date.
(b) Assuming conversion of all Preferred Stock, number of shares
as to which Equity-V has:
(i) sole power to vote or to direct the vote - 4,190,909.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of
- 4,190,909.
(iv) shared power to dispose or to direct the disposition of
-- none.
(iii) FL Fund:
(a) Amount Beneficially Owned:
FL Fund directly owns 550 shares of Series D Preferred, which are
convertible into 8,695 shares of Class A Common Stock, assuming the
conversion of all Preferred Stock pursuant to Section 8(a)(i) of the
Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of the Series D Preferred
(the "Series D Certificate of Designation"), which sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series D Preferred. The number of shares
of Class A Common Stock referred to above was calculated in accordance with
such formula assuming that the Conversion Price and the Net Realizable FMV
(each such term as defined in the Series D Certificate of Designation)
equal $63.25. FLC XXXI Partnership, L.P. ("FLC XXXI"), a New York limited
partnership having its principal business office at the address set forth
in response to Item 2(b) of this statement, is the general partner of FL
Fund. FLC XXIX Partnership, L.P. ("FLC XXIX"), a New York limited
partnership, and FLC XXXIII are the general partners of FLC XXXI. Theodore
J. Forstmann, Nicholas C. Forstmann, Sandra J. Horbach, Thomas H. Lister,
Winston W. Hutchins, S. Joshua Lewis, Jamie C. Nicholls (each a United
States citizen with his or her principal place of business being at the
address set forth in response to Item 2(b) of this statement), and Tywana
LLC, a North Carolina limited liability company having its principal
business office at the address set forth in Item 5(i)(a) of this statement,
are the general partners of each of FLC XXIX and FLC XXXIII. Mr. Lewis does
not have any voting or investment power with respect to, or any economic
interest in, the shares of Series D Preferred held by FL Fund; and,
accordingly, Mr. Lewis is not deemed to be the beneficial owner of these
shares.
The shares of Series D Preferred owned by FL Fund are convertible
into less than 0.1% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Exchange Act and
there being 81,807,114 shares of Common Stock outstanding as of March 31,
2000, based on NEXTLINK's quarterly report on Form 10-Q for the period
ending on such date.
(b) Assuming conversion of all Preferred Stock, number of shares
as to which FL Fund has:
(i) sole power to vote or to direct the vote - 8,695.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of
- 8,695.
(iv) shared power to dispose or to direct the disposition of
-- none.
(iv) Except as set forth above, neither MBO-VII, Equity-VI or FL
Fund nor, to the knowledge of MBO-VII, Equity-VI or FL Fund, any person
identified in Schedule I, beneficially owns any shares of Common Stock or
has effected any transactions in shares of Common Stock during the
preceding 60 days.
(v) The right to receive dividends on, and proceeds from the sale
of, the shares of Common Stock beneficially owned by the FL Partnerships is
governed by the limited partnership agreements of each such entities, and
such dividends or proceeds may be distributed with respect to numerous
general and limited partnership interests.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------
Item 6 is hereby amended to add the following as the penultimate
paragraph thereof:
On May 22, 2000 NEXTLINK, MBO-VII and Equity-VI signed a letter
confirming their mutual commitment to a transaction under which MBO-VII and
Equity-VI will purchase $400 million of one or more new series of NEXTLINK
convertible preferred stock having a conversion price of $63.25 per share
and a 3.75% annual dividend rate. The purchase is subject to the parties
negotiating and entering into definitive agreements and customary closing
conditions and is expected to be completed by June 30, 2000.
<PAGE>
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: May 25, 2000 FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
By: FLC XXXIII Partnership
its general partner
By: /s/ Winston W. Hutchins
-------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-VI, L.P.
By: FLC XXXII Partnership, L.P.
its general partner
By: /s/ Winston W. Hutchins
-------------------------------
Winston W. Hutchins,
a general partner
FL FUND, L.P.
By: FLC XXXI Partnership, L.P.
its general partner
By: FLC XXIX Partnership, L.P.
a general partner
By: /s/ Winston W. Hutchins
---------------------------
Winston W. Hutchins,
a general partner
<PAGE>
Schedule I
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FLC XXXIII Partnership:
General Partner of
MBO-VII
-------
FLC XXXIII Partnership, a New York general partnership ("FLC XXXIII"),
is the general partner of MBO-VII. Its purpose is to act as general partner
of MBO-VII and other limited partnerships affiliated with MBO-VII. The
address of the principal office of FLC XXXIII is c/o Forstmann Little &
Co., 767 Fifth Avenue, New York, NY 10153.
Partners of
FLC XXXIII
----------
The following are the general partners of FLC XXXIII, the general
partner of MBO-VII. All of the persons listed below are general partners of
partnerships affiliated with Forstmann Little & Co., a private investment
firm. With the exception of Tywana LLC, the business address of each is 767
Fifth Avenue, New York, NY 10153 and each is a citizen of the United
States. Tywana LLC is a North Carolina limited liability company having its
principal business office at 201 North Tryon Street, Suite 2450, Charlotte,
N.C. 28202.
Theodore J. Forstmann
Nicholas C. Forstmann
Sandra J. Horbach
Winston W. Hutchins
Thomas H. Lister
Tywana LLC
S. Joshua Lewis
Jamie C. Nicholls
FLC XXXII Partnership, L.P.:
General Partner of
Equity-VI
---------
FLC XXXII Partnership, L.P., a New York limited partnership ("FLC
XXXII"), is the general partner of Equity-VI. Its purpose is to act as
general partner of Equity-VI and other limited partnerships affiliated with
Equity-VI. The address of the principal office of Equity-VI is c/o
Forstmann Little & Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXII
---------
The following are the general partners of FLC XXXII, the general
partner of Equity-VI. All of the persons listed below are general partners
of partnerships affiliated with Forstmann Little & Co., a private
investment firm. With the exception of Tywana LLC, the business address of
each is 767 Fifth Avenue, New York, NY 10153 and each is a citizen of the
United States. Tywana LLC is a North Carolina limited liability company
having its principal business office at 201 North Tryon Street, Suite 2450,
Charlotte, N.C. 28202.
Theodore J. Forstmann
Nicholas C. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Tywana LLC
S. Joshua Lewis
Jamie C. Nicholls
FLC XXXI Partnership, L.P.:
General Partner of
FL Fund
-------
FLC XXXI Partnership, L.P., a New York limited partnership ("FLC
XXXI"), is the general partner of FL Fund. Its purpose is to act as general
partner of FL Fund and other limited partnerships affiliated with FL Fund.
The address of the principal office of FL Fund is c/o Forstmann Little &
Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXI
--------
FLC XXIX Partnership, L.P., a New York limited partnership ("FLC XXIX"),
and FLC XXXIII are the general partners of FLC XXXI, the general partner of
FL Fund. Their purpose is to act as general partner of FLC XXXI and other
limited partnerships affiliated with FLC XXXI. The address of the principal
office of each of FLC XXIX and FLC XXXIII is c/o Forstmann Little & Co.,
767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXIX and FLC XXXIII
-----------------------
The following are the general partners of FLC XXIX and FLC XXXIII, the
general partners of FLC XXXI. All of the persons listed below are general
partners of partnerships affiliated with Forstmann Little & Co., a private
investment firm. With the exception of Tywana LLC, the business address of
each is 767 Fifth Avenue, New York, NY 10153 and each is a citizen of the
United States. Tywana LLC is a North Carolina limited liability company
having its principal business office at 201 North Tryon Street, Suite 2450,
Charlotte, N.C. 28202.
Theodore J. Forstmann
Nicholas C. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Tywana LLC
S. Joshua Lewis
Jamie C. Nicholls
