==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)(1)
Nextel Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
- ------------------------------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
May 30, 1996
- ------------------------------------------------------------------------------
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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
(1) The remainder of this cover page should 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).
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 17,553,469* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 17,553,469* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
17,553,469* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
8.02%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 17)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
Nextel Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 (the "Original 13D") by Comcast Corporation ("Comcast")
relating to Nextel Communications, Inc. (formerly Fleet Call, Inc.) (the
"Company"), as amended by Amendment No. 1 thereto filed on September 23, 1992,
Amendment No. 2 thereto filed on February 24, 1993, Amendment No. 3 thereto
filed on July 28, 1993, Amendment No. 4 thereto filed on March 1, 1994,
Amendment No. 5 thereto filed on March 3, 1994, Amendment No. 6 thereto filed
on July 18, 1994, Amendment No. 7 thereto filed on August 9, 1994, Amendment
No. 8 thereto filed on August 30, 1994, Amendment No. 9 thereto filed on
February 3, 1995, Amendment No. 10 thereto filed on April 7, 1995, Amendment
No. 11 thereto filed on May 2, 1995, Amendment No. 12 thereto filed on May 19,
1995, Amendment No. 13 thereto filed on July 5, 1995, Amendment No. 14 thereto
filed on July 14, 1995, Amendment No. 15 thereto filed on September 13, 1995
and Amendment No. 16 thereto filed on February [9], 1996 (such Schedule 13D,
as so amended, is hereinafter referred to as the "Schedule 13D"). All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Comcast owns 5,553,469 shares Common Stock. Based upon the
206,754,230 shares of Common Stock the Company informed Comcast were
outstanding as of May 1, 1996 (excluding shares held in treasury), if Comcast
were to exercise in full the portion of the Restated Option exercisable within
60 days hereof for 12,000,000 shares of Common Stock, Comcast would own
17,553,469 shares of Common Stock, representing approximately 8.02% of the
outstanding Common Stock (giving effect to such exercise). Comcast has the
sole power to vote or dispose of all the shares of Common Stock beneficially
owned by Comcast.
The 1996 Registration Statement covering 8,848,469 shares of
Common Stock was filed by the Company with the Commission and became effective
on April 29, 1996. Of the shares covered by the 1996 Registration Statement,
Comcast has sold an aggregate of 3,295,000 shares in brokers' transactions
executed during the period of May 15, 1996 through May 31, 1996.
The sales of such shares were made in the amounts, on the dates
and at the per share prices set forth below.
Number Per Share
----------- -----------
Date of Shares Price
----------- -----------
May 15, 1996 50,000 17.875
----------- -----------
May 15, 1996 100,000 17.750
----------- -----------
May 17, 1996 80,000 17.750
----------- -----------
May 20, 1996 175,000 17.875
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May 21, 1996 90,000 17.875
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May 22, 1996 400,000 17.750
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May 22, 1996 50,000 18.000
----------- -----------
May 23, 1996 200,000 18.000
----------- -----------
May 24, 1996 50,000 17.875
----------- -----------
May 24, 1996 200,000 17.875
----------- -----------
May 24, 1996 50,000 18.500
----------- -----------
May 29, 1996 200,000 18.375
----------- -----------
May 30, 1996 200,000 18.875
----------- -----------
May 30, 1996 100,000 19.000
----------- -----------
May 30, 1996 50,000 19.250
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May 30, 1996 600,000 19.500
----------- -----------
May 30, 1996 100,000 19.750
----------- -----------
May 31, 1996 200,000 20.500
----------- -----------
May 31, 1996 200,000 20.375
----------- -----------
May 31, 1996 200,000 20.250
----------- -----------
Total 3,295,000
----------- -----------
Other than as described herein, Comcast has not effected any
transactions in the securities of the Company during the past sixty days, and
Comcast is not aware of any other transactions in such securities by any of its
executive officers or directors within the past sixty days.
Except as amended and supplemented hereby, the information
under Item 5 of the Schedule 13D remains as previously reported.
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 31, 1996
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Deputy General Counsel
EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- --------- ----- ---------------
N/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fleet Call, Inc.
------------------------------------
(Name of Issuer)
Class A Common Stock
------------------------------------
(Title of Class of Securities)
338898 10 9
------------------------------------
(CUSIP Number)
Jason M. Shargel, Esquire, Wolf, Block, Schorr and Solis-Cohen,
S.E. Corner 15th & Chestnut Streets, Philadelphia, PA 19102-2678
(215) 977-2234
----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 21, 1992
----------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement . (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- --------
*The remainder of this cover page should 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).
SCHEDULE 13D
- ----------------------------- -----------------------------------
CUSIP No. 338898 10 9 Page of 10 Pages
- ----------------------------- -----------------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 28,571,429
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 28,571,429
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,571,429
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------------------
*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.
- --------------------- -----------------
CUSIP No. 338898 10 9 Page of 10 Pages
- --------------------- -----------------
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is the Class A Common Stock (the "Class A Common Stock"),
$.001 par value, of Fleet Call, Inc., a Delaware corporation ("Fleet Call").
The principal executive offices of Fleet Call are located at 201 Route 17N,
Rutherford, NJ 07070.
Item 2. Identity and Background.
This statement is being filed by Comcast Corporation, a
Pennsylvania corporation ("Comcast"), whose principal business is the
development, operation and management of cable and cellular communications
systems. The address of Comcast's principal business and principal office
is 1234 Market Street, Philadelphia, PA 19107-3723.
The following are the executive officers and directors of Comcast
and certain information relating thereto:
<TABLE>
<CAPTION>
Name Title Business Address Present Principal Occupation
- ---- ----- ---------------- ----------------------------
<S> <C> <C> <C>
Ralph J. Roberts Chairman of Board of 1234 Market Street Chairman of Board of Directors of
Directors and Director Philadelphia, PA 19107 Comcast
Julian A. Brodsky Vice Chairman of Board of 1234 Market Street Vice Chairman of Board of
Directors and Director Philadelphia, PA 19107 Directors of Comcast
Brian L. Roberts President; Director 1234 Market Street President of Comcast
Philadelphia, PA 19107
John R. Alchin Senior Vice President and 1234 Market Street Senior Vice President and
Treasurer Philadelphia, PA 19107 Treasurer of Comcast
Thomas G. Baxter Senior Vice President 1234 Market Street President of Comcast Cable
Philadelphia, PA 19107 Communications, Inc.
Lawrence S. Smith Senior Vice President 1234 Market Street Senior Vice President Accounting
Accounting and Philadelphia, PA 19107 and Administration of Comcast
Administration
Stanley L. Wang Senior Vice President, 1234 Market Street Senior Vice President, General
General Counsel and Philadelphia, PA 19107 Counsel and Secretary of Comcast
Secretary
C. Stephen Backstrom Vice President Taxation 1234 Market Street Vice President Taxation of
Philadelphia, PA 19107 Comcast
Mark A. Coblitz Vice President Strategic 1234 Market Street Vice President Strategic Planning
Planning Philadelphia, PA 19107 of Comcast
Paul Gillert Vice President Human 1234 Market Street Vice President Human Resources
Resources Philadelphia, PA 19107 of Comcast
Donald A. Harris Vice President 1234 Market Street President of Comcast Cellular
Philadelphia, PA 19107 Communications, Inc.
F. Jerome Purcell Vice President 1234 Market Street President of Comcast Sound
Philadelphia, PA 19107 Communications, Inc.
Daniel Aaron Director 1234 Market Street Director of Comcast
Philadelphia, PA 19107
Gustave G. Amsterdam Director 1845 Walnut Street Attorney
Suite 2390 1845 Walnut Street
Philadelphia, PA 19103 Suite 2390
Philadelphia, PA 19103
Sheldon M. Bonovitz Director 4200 One Liberty Place Partner in law firm of Duane, Morris
Philadelphia, PA 19103 and Heckscher
4200 One Liberty Place
Philadelphia, PA 19103
Joseph L. Castle Director One Valley Square President of Castle Energy Corp.
Suite 101 One Valley Square
512 Township Line Road Suite 101
Blue Bell, PA 19422 512 Township Line Road
Blue Bell, PA 19422
Bernard C. Watson Director 1630 Locust Street President of William Penn
Philadelphia, PA 19103 Foundation
1630 Locust Street
Philadelphia, PA 19103
Irving A. Wechsler Director One Oliver Plaza Partner in Wechsler, Myers &
Pittsburgh, PA 15222 Walsh, Certified Public Accountants
One Oliver Plaza
Pittsburgh, PA 15222
Anne Wexler Director 1317 F. Street, N.W. Chairman of The Wexler Group
Suite 600 1317 F. Street, N.W.
Washington, DC 20004 Suite 600
Washington, DC 20004
</TABLE>
All of the executive officers and directors of Comcast are citizens of
the United States, except John Alchin who is a citizen of Australia.
During the last five years, neither Comcast nor any of the directors or
executive officers of Comcast 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.
Item 3. Source and Amount of Funds or Other Consideration.
Comcast has not acquired any shares of Class A Common Stock as of the
date of the filing of this statement.
Pursuant to an Agreement in Principle dated June 27, 1992 (as amended
on August 27, 1992) (the "Agreement", copies of which are attached hereto as
Exhibits A and B), Comcast, through its wholly-owned subsidiary Comcast FCI,
Inc., will acquire 3,571,429 shares of Class A Common Stock on the Closing
Date (as defined in the Agreement) for an aggregate purchase price of
$50,000,000. On the Closing Date, Comcast will also acquire an option (the
"Option") to purchase 25,000,000 shares of Class A Common Stock at an
exercise price per share equal to $16.00. In consideration for the grant of
the Option, Comcast FCI, Inc. shall deliver a promissory note to Fleet Call
in the principal amount of $10,000,000 possessing terms as more fully
described in Item 6. In addition, Comcast is obligated, subject to certain
conditions, to purchase additional shares of Class A Common Stock for
$50,000,000 at a per share price equal to 90% of the average per share
closing price of Class A Common Stock during the 30 trading days preceding
the event which gives rise to this purchase obligations (the "Second
Purchase"). The anticipated date for the Second Purchase is January 31,
1995; however, the right to purchase these shares may be accelerated upon
the occurrence of certain events. Furthermore, Comcast will be granted
options to purchase additional shares of Class A Common Stock in the event
Fleet Call agrees to purchase a business with a value of at least
$150,000,000 in exchange for securities of Fleet Call within one year of the
Closing Date. The Agreement also provides Comcast with certain preemptive
rights. Comcast anticipates making all such purchases, and any additional
purchase of Class A Common Stock it may make through the public markets or
in private transactions, utilizing its working capital.
Item 4. Purpose of Transaction.
Comcast shall acquire the initial 3,571,429 shares of Class A Common
Stock described in Item 3 for investment purposes. Although the Agreement
provides that Comcast shall not acquire more than thirty percent (30%) of
(i) Fleet Call's fully diluted equity or (ii) Fleet Call's Voting Power (as
defined in the Agreement) prior to the later of (x) three (3) years from the
Closing Date or (y) the termination or the exercise in full of the Option
(subject to certain exceptions set forth in the Agreement), Comcast may,
when permitted and as discussed in Item 3 and Item 6, engage in additional
purchases (both public and private) which could result in Comcast acquiring
control of Fleet Call. Comcast may not sell or otherwise transfer any
shares of Class A Common Stock purchased pursuant to the Agreement (other
than to affiliates of Comcast) for a period of three years from the Closing
Date without obtaining the prior approval of Fleet Call, which approval
cannot be unreasonably withheld or delayed, except in certain limited
circumstances.
Fleet Call has a staggered Board of Directors consisting of nine
members divided into three classes. Fleet Call cannot increase the number
of classes into which the Board of Directors is divided without Comcast's
consent and will submit a proposal to eliminate the staggered Board to its
shareholders upon Comcast's request if Comcast owns 30% of the outstanding
shares of Fleet Call. The Agreement entitles Comcast to one seat on Fleet
Call's Board of Directors on the Closing Date and two seats upon such board
after the Second Purchase; provided, however, that Comcast shall only be
entitled to one seat on Fleet Call's Board of Directors at any time that its
ownership is less than 8% of the total number of Class A Common Stock
actually outstanding. Comcast shall be entitled to additional seats on
Fleet Call's Board of Directors such that the number of seats is at least
equal to its percentage ownership of Fleet Call. Julian A. Brodsky and
Donald A. Harris, executive officers of Comcast, have been nominated for
election to Fleet Call's Board of Directors for a term expiring in 1995.
Comcast intends to review continually Fleet Call's business affairs and
financial condition, as well as conditions in the securities markets and
general economic and industry conditions. Based on an evaluation of these
and other similar considerations and subject to compliance with the
Agreement (as it may be amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to Fleet Call as it deems appropriate in light of
the circumstances existing from time to time. Comcast has not determined
what course of action it will take, but such actions may include, but are
not limited to: (a) the acquisition of additional shares of Class A Common
Stock or other securities of Fleet Call; (b) otherwise seeking to influence
the management and policies of Fleet Call to enhance the value of the
securities described in Item 3; (c) selling or otherwise disposing of some
or all of the shares of Class A Common Stock or other securities of Fleet
Call; or (d) other acquisitions, dispositions, mergers or transactions
involving Fleet Call or any of its affiliates. At the present time, other
than the actions discussed in this statement, Comcast has no specific plans
or proposals that relate to or would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
On the Closing Date, Comcast shall own 3,571,429 shares of Class A
Common Stock and shall have the immediately exercisable right to acquire
25,000,000 shares of Class A Common Stock pursuant to the Option. Based
upon the 53,141,570 shares of Class A Common Stock outstanding as of July
24, 1992, as reported on Fleet Call's Proxy Statement mailed to its
shareholders in connection with Fleet Call's 1992 Annual Meeting, if Comcast
were to exercise the Option in full, Comcast would own 35.0% of the
outstanding Class A Common Stock.
Comcast will have the sole power to vote or dispose of all of the
shares of Class A Common Stock beneficially owned by Comcast. There were no
transactions by Comcast (other than the execution of the Agreement ) in the
Class A Common Stock that were effected during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On June 27, 1992, Comcast and Fleet Call entered into the Agreement
pursuant to which Comcast, through its wholly-owned subsidiary Comcast FCI,
Inc., agreed to purchase, on the Closing Date, 3,571,429 shares of Class A
Common Stock in consideration for the aggregate sum of $50,000,000, payable
in cash, and an Option exercisable in whole or in part at any time from the
Closing Date until five years after the Closing Date, to purchase an
aggregate of 25,000,000 shares of Class A Common Stock at an exercise price
of $16.00 per share. In consideration for the grant of the Option, Comcast
FCI, Inc. shall deliver a promissory note (the "Note") to Fleet Call in the
principal amount of $20,000,000. The principal amount of the Note, together
with interest at the rate of 5% per annum, is payable on the earlier of five
years after the Closing Date or exercise in full of the Option. If the
Option is exercised in part, the Note shall be prepaid to the extent of $.80
per share acquired upon exercise of the Option plus accrued interest on such
amount. Comcast FCI Inc.'s obligations under the Note shall be secured by a
pledge of the Class A Common Stock and the options purchased by Comcast FCI,
Inc. pursuant to the Agreement. The Agreement also provides that on January
31, 1995 Comcast will purchase that number of shares of Class A Common Stock
equal to fifty million divided by 90% of the average per share closing price
of Class A Common Stock during the 30 trading days preceding January 31,
1995 in consideration for the aggregate sum of $50,000,000, payable in cash
(the "Second Purchase"). Such Second Purchase may be accelerated, at the
option of Comcast, in the event of certain fundamental corporate
transactions. The Agreement also provides for certain preemptive rights and
for anti-dilution adjustments to the number of shares to be purchased by
Comcast and the number of shares subject to the Option.
The Agreement provides Comcast with certain representation on Fleet
Call's Board of Directors as more fully discussed under Item 4. Certain yet
unidentified principal stockholders of Fleet Call may execute an agreement
pursuant to which they will agree to vote their shares of Class A Common
Stock to enable Comcast to obtain this Board representation. The Agreement
also provides Comcast with "piggyback" registration rights at Fleet Call's
expense (except for underwriting discounts and commissions) on customary
terms for all shares of Class A Common Stock (the "Registrable Shares")
purchased by Comcast pursuant to the Purchase Agreement or otherwise. In
addition, subject to certain limitations, Comcast has the right to two (2)
demand registrations of the Registrable Shares on customary terms at Fleet
Call's expense (except for underwriting discounts and commissions) and two
(2) such registrations at Comcast's expense.
Closing under the Agreement is subject to the expiration of the waiting
period (the "Waiting Period") required under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 without any action, proceeding, or investigation
being commenced or threatened which seeks to enjoin or delay the
consummation of the transactions contemplated by the Agreement. In
addition, Closing is subject to receipt of any necessary regulatory and
third-party approvals and certain customary closing conditions. The Waiting
Period expired on August 21, 1992 without the threat or commencement of any
such action, proceeding or investigation. The Agreement shall terminate on
December 31, 1992 if no Closing has occurred by such date.
Comcast and Fleet Call are negotiating a Stock Purchase Agreement which
will supersede the Agreement and which will be filed as an amendment to this
statement promptly after its execution. Such Stock Purchase Agreement will
have as exhibits, among others, the forms of Option, Note, Stock Pledge
Agreement and Voting Agreement.
Item 7. Exhibits.(*)
Exhibit A Agreement in Principle dated June 27, 1992 by and between
Comcast and Fleet Call.
Exhibit B Amendment, dated August 27, 1992, to Agreement in Principle.
_______________
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
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.
COMCAST CORPORATION
Date: August 27, 1992 By: /s/ Stanley Wang
--------------------------------
Stanley Wang, Senior Vice
President, General Counsel and
Secretary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Fleet Call, Inc.
------------------------------------
(Name of Issuer)
Class A Common Stock
------------------------------------
(Title of Class of Securities)
338898 10 9
------------------------------------
(CUSIP Number)
Jason M. Shargel, Esquire, Wolf, Block, Schorr and Solis-Cohen,
S.E. Corner 15th & Chestnut Streets, Philadelphia, PA 19102-2678
(215) 977-2234
----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 14, 1992
----------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should 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).
Exhibit Index is on Page 14.
SCHEDULE 13D
- ----------------------------- ----------------------------------
CUSIP No. 338898 10 9 Page of 122 Pages
- ----------------------------- ----------------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 28,571,429* *See number 12 below
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-* *See number 12 below
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 28,571,429
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,571,429
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Excludes an aggregate of 16,012,050 shares owned by the signatories to a
certain Stockholders' Voting Agreement, dated September 14, 1992, as
described more fully in Items 2 and 6 herein.
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
*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.
CUSIP No. 338898 10 9 Page of 122 Pages
Reference is made to Schedule 13D previously filed on August 31,
1992 by Comcast Corporation.
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is the Class A Common Stock (the "Class A Common Stock"),
$.001 par value, of Fleet Call, Inc., a Delaware corporation ("Fleet Call").
The principal executive offices of Fleet Call are located at 201 Route 17N,
Rutherford, NJ 07070.
Item 2. Identity and Background.
This statement is being filed by Comcast Corporation, a
Pennsylvania corporation ("Comcast"), whose principal business is the
development, operation and management of cable and cellular communications
systems. The address of Comcast's principal business and principal office is
1234 Market Street, Philadelphia, PA 19107-3723.
The following are the executive officers and directors of Comcast
and certain information relating thereto:
<TABLE>
<CAPTION>
Name Title Business Address Present Principal Occupation
- ---- ----- ---------------- ----------------------------
<S> <C> <C> <C>
Ralph J. Roberts Chairman of Board 1234 Market Street Chairman of Board of Directors of
of Directors and Philadelphia, PA 19107 Comcast
Director
Julian A. Brodsky Vice Chairman of 1234 Market Street Vice Chairman of Board of
Board of Directors Philadelphia, PA 19107 Directors of Comcast
and Director
Brian L. Roberts President; Director 1234 Market Street President of Comcast
Philadelphia, PA 19107
John R. Alchin Senior Vice 1234 Market Street Senior Vice President and
President and Philadelphia, PA 19107 Treasurer of Comcast
Treasurer
Thomas G. Baxter Senior Vice 1234 Market Street President of Comcast Cable
President Philadelphia, PA 19107 Communications, Inc.
Lawrence S. Smith Senior Vice 1234 Market Street Senior Vice President
President Philadelphia, PA 19107 Accounting and Administration of
Accounting and Comcast
Administration
Stanley L. Wang Senior Vice 1234 Market Street Senior Vice President, General
President, General Philadelphia, PA 19107 Counsel and Secretary of
Counsel and Comcast
Secretary
C. Stephen Backstrom Vice President 1234 Market Street Vice President Taxation of
Taxation Philadelphia, PA 19107 Comcast
Mark A. Coblitz Vice President 1234 Market Street Vice President Strategic
Strategic Planning Philadelphia, PA 19107 Planning of Comcast
Paul Gillert Vice President 1234 Market Street Vice President Human
Human Resources Philadelphia, PA 19107 Resources of Comcast
Donald A. Harris Vice President 1234 Market Street President of Comcast Cellular
Philadelphia, PA 19107 Communications, Inc.
F. Jerome Purcell Vice President 1234 Market Street President of Comcast Sound
Philadelphia, PA 19107 Communications, Inc.
Daniel Aaron Director 1234 Market Street Director of Comcast
Philadelphia, PA 19107
Gustave G. Amsterdam Director 1845 Walnut Street Attorney
Suite 2390 1845 Walnut Street
Philadelphia, PA 19103 Suite 2390
Philadelphia, PA 19103
Sheldon M. Bonovitz Director 4200 One Liberty Place Partner in law firm of Duane,
Philadelphia, PA 19103 Morris and Heckscher
4200 One Liberty Place
Philadelphia, PA 19103
Joseph L. Castle Director One Valley Square President of Castle Energy Corp.
Suite 101 One Valley Square
512 Township Line Road Suite 101
Blue Bell, PA 19422 512 Township Line Road
Blue Bell, PA 19422
Bernard C. Watson Director 1630 Locust Street President of William Penn
Philadelphia, PA 19103 Foundation
1630 Locust Street
Philadelphia, PA 19103
Irving A. Wechsler Director One Oliver Plaza Partner in Wechsler, Myers &
Pittsburgh, PA 15222 Walsh, Certified Public
Accountants
One Oliver Plaza
Pittsburgh, PA 15222
Anne Wexler Director 1317 F. Street, N.W. Chairman of The Wexler Group
Suite 600 1317 F. Street, N.W.
Washington, DC 20004 Suite 600
Washington, DC 20004
</TABLE>
All of the executive officers and directors of Comcast are citizens of
the United States, except John Alchin who is a citizen of Australia.
During the last five years, neither Comcast nor any of the directors or
executive officers of Comcast 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.
In connection with the Stock Purchase Agreement described in Item 3
below, each of the persons identified below (each individually, a
"Stockholder" and collectively, the "Stockholders") and Comcast entered into a
Stockholders' Voting Agreement, dated September 14, 1992 (the "Voting
Agreement"). In addition, Fleet Call has informed Comcast that one or more
additional shareholders of Fleet Call may enter into the Voting Agreement.
The name of each Stockholder and the number of shares of Class A Common Stock
that such Stockholder is presently entitled to vote is as follows:
Number of Shares of
Name Class A Common Stock
---- --------------------
Brian D. McAuley 730,000
Morgan E. O'Brien 638,490
Belle O'Brien and Morgan
O'Brien Siblings Trust 300,000
Morgan E. O'Brien 10 Year
Irrevocable Trust 311,510
Robert Cooper 800,000
Peter Reinheimer 250,000
First Capital Corporation of
Chicago 10,256,410
Madison Dearborn Partners IV
and V 1,025,640
Gene Clothier 1,700,000
Pursuant to the Voting Agreement each Stockholder and Comcast agreed
to vote (in person or by proxy) all of his, her or its shares of Class A
Common Stock and other voting securities of Fleet Call, whether now owned
or hereafter acquired (or grant proxies with respect to such shares and
other securities), at each relevant annual, special or other meeting (or
written action in lieu thereof) of the stockholders of Fleet Call, in a
manner designed to approve all actions required (including, without
limitation, in favor of the election of each Comcast Director (as
hereinafter defined in Item 4 below) designated by Comcast in accordance
with the terms of the Stock Purchase Agreement) to permit Comcast to obtain
its minimum required Board representation under the Stock Purchase
Agreement.
The information set forth above relating to the Stockholders was
provided to Comcast by Fleet Call. The information presented is not intended
to reflect beneficial ownership of securities of Fleet Call as the information
is based solely on the number of shares of Class A Common Stock that each
Stockholder is presently entitled to vote, and does not include stock options
or warrants that may be exercised within 60 days of the date hereof. With
respect to the Stockholders identified above, Comcast has no knowledge of the
other information requested under Item 2 of Schedule 13D relating to the
identity and background of such persons. Comcast disclaims beneficial
ownership of the Fleet Call securities held by the Stockholders and disclaims
being a member of a "group" with such persons within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
On September 14, 1992 (the "Closing Date"), Comcast, Comcast FCI, Inc.,
a Delaware corporation that is a wholly-owned subsidiary of Comcast ("Comcast
FCI") and Fleet Call, Inc. ("Fleet Call") entered into a Stock Purchase
Agreement (the "Agreement", a copy of which is attached hereto as Exhibit A).
The Agreement supersedes in all respects the Agreement in Principle described
in the Schedule 13D filed with the Securities and Exchange Commission by
Comcast on August 31, 1992.
Pursuant to the Agreement, Comcast, through Comcast FCI, acquired
3,571,429 shares (the "Initial Shares") of Fleet Call's Class A Common Stock
(the "Class A Common Stock") for an aggregate purchase price of $50,000,000.
Comcast financed the acquisition of the Initial Shares with working capital.
Pursuant to the Agreement, Comcast also acquired an option (the "Option") to
purchase 25,000,000 shares of Class A Common Stock at an exercise price per
share equal to $16.00. In consideration for the grant of the Option, Comcast
delivered a promissory note (the "Note") to Fleet Call in the principal amount
of $20,000,000, the terms of which are described more fully in Item 6 below.
In addition, under the Agreement, Comcast is obligated, subject to
certain conditions, to purchase additional shares of Class A Common Stock
(the "Additional Shares") for $50,000,000 at a per share price equal to 90%
of the average per share closing price of Class A Common Stock during the
30 trading days preceding the event which gives rise to this purchase
obligation (the "Second Purchase"). The anticipated date for the Second
Purchase is January 31, 1995; however, the right to purchase these shares
may be accelerated or terminated upon the occurrence of certain events.
Furthermore, the Agreement provides that Comcast will be granted options to
purchase additional shares of Class A Common Stock in the event Fleet Call
acquires an interest in a business (other than certain excepted or excluded
transactions) for total consideration in excess of $25,000,000 in exchange
for securities of Fleet Call pursuant to an oral or written agreement
reached within one year of the Closing Date. The Agreement also provides
Comcast with certain preemptive rights. Comcast anticipates making all
purchases under the Agreement, and any other purchases of Class A Common
Stock it may make through the public markets or in private transactions,
utilizing its working capital.
Item 4. Purpose of Transaction.
Comcast acquired the Initial Shares described in Item 3 for investment
purposes. Although the Agreement provides that Comcast and its subsidiaries
shall not acquire a Fully Diluted Ownership Percentage or a Voting Power
Ownership Percentage (each as defined in the Agreement) of more than thirty
percent (30%) prior to the later of (x) three (3) years from the Closing Date
or (y) the termination or the exercise in full of the Option (subject to
certain exceptions set forth in the Agreement), Comcast may, when permitted
and as discussed in Item 3 and Item 6, engage in additional purchases (both
public and private) which could result in Comcast acquiring control of Fleet
Call. Comcast may not sell or otherwise transfer any shares of Class A Common
Stock purchased pursuant to the Agreement (other than to affiliates of
Comcast) for a period of three years from the Closing Date without obtaining
the prior approval of Fleet Call, which approval cannot be unreasonably
withheld or delayed, except in certain limited circumstances.
Fleet Call has a staggered Board of Directors consisting of nine members
divided into three classes. The Agreement provides that Fleet Call cannot
increase the number of classes into which the Board of Directors is divided
without Comcast's consent and will submit a proposal to eliminate the
staggered Board to its shareholders upon Comcast's request if Comcast's Voting
Power Percentage equals or exceeds 30%. The Agreement entitles Comcast to
designate one member of Fleet Call's Board of Directors on the Closing Date
and two members after the Second Purchase (each a "Comcast Director");
provided, however, that Comcast shall only be entitled to one seat on Fleet
Call's Board of Directors at any time that its ownership is less than 8% of
the total number of Class A Common Stock actually outstanding. Comcast shall
be entitled to additional seats on Fleet Call's Board of Directors such that
the number of seats is at least equal to its percentage ownership of Fleet
Call. Upon closing under the Agreement, Julian A. Brodsky and Donald A.
Harris, executive officers of Comcast, were elected to Fleet Call's Board of
Directors for a term expiring in 1995.
Comcast intends to review continually Fleet Call's business affairs and
financial condition, as well as conditions in the securities markets and
general economic and industry conditions. Based on an evaluation of these and
other similar considerations and subject to compliance with the Agreement (as
it may be amended or superseded), Comcast will continue to consider various
alternative courses of action and will in the future take such actions with
respect to Fleet Call as it deems appropriate in light of the circumstances
existing from time to time. Comcast has not determined what course of action
it will take, but such actions may include, but are not limited to: (a) the
acquisition of additional shares of Class A Common Stock or other securities
of Fleet Call; (b) otherwise seeking to influence the management and policies
of Fleet Call to enhance the value of the securities described in Item 3; (c)
selling or otherwise disposing of some or all of the shares of Class A Common
Stock or other securities of Fleet Call; or (d) other acquisitions,
dispositions, mergers or transactions involving Fleet Call or any of its
affiliates. At the present time, other than the actions discussed in this
statement, Comcast has no specific plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of the Closing Date, Comcast owns 3,571,429 shares of Class A Common
Stock and has the immediately exercisable right to acquire 25,000,000 shares
of Class A Common Stock pursuant to the Option. Based upon the 53,141,570
shares of Class A Common Stock outstanding as of July 24, 1992, as reported on
Fleet Call's Proxy Statement mailed to its shareholders in connection with
Fleet Call's 1992 Annual Meeting, if Comcast were to exercise the Option in
full, Comcast would own 35.0% of the outstanding Class A Common Stock.
Comcast will have the sole power to vote or dispose of all of the shares of
Class A Common Stock beneficially owned by Comcast.
In connection with the Agreement, Comcast and Fleet Call entered into a
Stock Pledge Agreement, the terms of which are set forth more fully in Item 6
below, pursuant to which Comcast pledged the Collateral (as defined in Item 6)
to Fleet Call. However, so long as no Default (as defined in the Stock Pledge
Agreement) shall have occurred and be continuing, Comcast shall have the right
to dispose of the Collateral and to exercise all voting, consensual, and other
powers of ownership pertaining to the Collateral, subject to the terms of the
Agreement and the Stock Pledge Agreement. For information relating to the
Stockholders' Voting Agreement and the Stockholders executing such agreement,
see Items 2 and 6 herein.
There were no transactions by Comcast (other than the execution of the
Agreement) in the Class A Common Stock that were effected during the past
sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On the Closing Date, in addition to the Agreement, Comcast FCI entered
into an option agreement, the Note, a stockholders' voting agreement, an
assignment, and a stock pledge agreement (hereinafter collectively referred to
as the "Transaction Agreements"). The following is a summary of certain key
provisions of the Agreement and the Transaction Agreements which is qualified
in all respects by reference to the Agreement and each Transaction Agreement
in its entirety, each of which is attached as an exhibit hereto.
On the Closing Date, Comcast and Fleet Call entered into the Agreement
pursuant to which Comcast, through its wholly- owned subsidiary Comcast FCI,
purchased the Initial Shares in consideration for the aggregate sum of
$50,000,000, which was paid in cash, and an Option exercisable in whole or in
part at any time from the Closing Date until September 14, 1997, to purchase
an aggregate of 25,000,000 shares of Class A Common Stock at an exercise price
of $16.00 per share. The Agreement provides for the Second Purchase on
January 31, 1995; provided, however, that the Second Purchase may be
accelerated or terminated, at the option of Comcast, in the event of certain
fundamental corporate transactions. The Agreement also provides for certain
preemptive rights and for anti- dilution adjustments to the number of shares
to be purchased by Comcast and the number of shares subject to the Option.
The Agreement provides Comcast with certain representation on Fleet
Call's Board of Directors as more fully discussed under Item 4. The Agreement
also provides Comcast with "piggyback" registration rights at Fleet Call's
expense (except for underwriting discounts and commissions) on customary terms
for all shares of Class A Common Stock (the "Registrable Shares") purchased by
Comcast pursuant to the Agreement or otherwise. In addition, subject to
certain limitations, Comcast has the right to two (2) demand registrations of
the Registrable Shares on customary terms at Fleet Call's expense (except for
underwriting discounts and commissions) and two (2) such registrations at
Comcast's expense.
In connection with the Agreement, Comcast FCI and Fleet Call entered
into an Option Agreement, dated as of September 14, 1992 (the "Option
Agreement"), evidencing the Option. The Option expires on September 14, 1997
(the "Expiration Date"). The Option is exercisable in whole or in part at any
time after the Closing Date until the Expiration Date. The Option is subject
to standard adjustments upon the occurrence of any stock combination,
corporate reorganization or certain changes in the capitalization of Fleet
Call. The Option Agreement provides that if Comcast or any of its
subsidiaries acquire shares of Class A Common Stock or securities convertible
into Class A Common Stock other than upon the exercise of the Option or
pursuant to the Agreement (a "Supplemental Purchase"), Comcast FCI shall have
the right to reduce the number of Option Shares by an amount equal to all or
part of the shares acquired pursuant to such Supplemental Purchase. However,
under the Option Agreement, Comcast is required to reduce the number of Option
Shares to a number that does not cause Comcast to exceed the restrictions on
ownership set forth in the Agreement and described in Item 4 above.
In consideration for the grant of the Option, Comcast FCI delivered the
Note. Subject to certain prepayment provisions set forth below, the principal
amount of the Note, together with interest at the rate of 5% per annum, is
payable on September 14, 1997. In the event that Comcast or any of its
subsidiaries sells any of the Initial Shares, the Additional Shares or shares
of the Class A Common Stock acquired pursuant to the Option (the "Option
Shares"), Comcast FCI shall prepay the Note in an amount equal to the initial
principal amount of the Note multiplied by a fraction the numerator of which
equals the total number of Initial Shares, Additional Shares and Option Shares
so sold and the denominator of which equals the total number of Initial
Shares, Additional Shares and Options Shares issued, plus accrued interest on
such amount. In addition, if the Option is exercised in part, the Note shall
be prepaid to the extent of $.80 per share acquired upon exercise of the
Option, plus accrued interest on such amount.
In order to secure its obligations under the Note and any additional
note that may be issued in connection with the issuance of any additional
options pursuant to the Agreement (the "Secured Obligations"), Comcast FCI and
Fleet Call entered into a Stock Pledge Agreement, dated September 14, 1992,
pursuant to which Comcast FCI pledged the Initial Shares, the Option, any
Additional Shares or additional options issued pursuant to the Agreement, and
any securities issued upon the exercise of the Option or such additional
options (collectively, the "Collateral"). In connection with the Stock Pledge
Agreement, Comcast FCI assigned the Option to Fleet Call. So long as no
Default (as defined in the Stock Pledge Agreement) shall have occurred and be
continuing, and subject to the terms of the Agreement and the Transaction
Agreements, Comcast shall have the right to dispose of the Collateral and to
exercise all voting, consensual, and other powers of ownership pertaining to
the Collateral. The Stock Pledge Agreement terminates upon the occurrence of
the payment in full of all Secured Obligations after all claims or potential
claims with respect thereto have been made or resolved.
In connection with the Agreement, Comcast FCI entered into the Voting
Agreement with Brian D. McAuley, Morgan E. O'Brien, Lila O'Brien Sullivan
as trustee for the Belle O'Brien and Morgan O'Brien Siblings Trust, Lila
O'Brien Sullivan as trustee for the Morgan E. O'Brien 10 Year Irrevocable
Trust, Robert Cooper, Gene L. Clothier, First Capital Corporation of
Chicago, Madison Dearborn Partners IV and V and Peter Reinheimer. The
signatories to the Voting Agreement each agreed to vote (in person or by
proxy) all of his, her or its shares of Class A Common Stock and other
voting securities of Fleet Call, whether now owned or hereafter acquired
(or grant proxies with respect to such shares and other securities), at
each relevant annual, special or other meeting (or written action in lieu
thereof) of the stockholders of Fleet Call, in a manner designed to approve
all actions required (including, without limitation, in favor of the
election of each Comcast Director designated by Comcast in accordance with
the terms of the Stock Purchase Agreement) to permit Comcast to obtain its
minimum required Board representation under the Stock Purchase Agreement.
The Voting Agreement terminates when Comcast FCI has no current or
prospective right to designate members of Fleet Call's Board of Directors
under the Agreement.
Pursuant to the Agreement, Comcast is jointly and severally liable with
Comcast FCI for all of Comcast FCI's obligations under the Agreement and the
Transaction Agreements, with the exception of Comcast FCI's obligations under
the Note.
Item 7. Exhibits.(*)
--------
Exhibit A Stock Purchase Agreement, dated September 14, 1992, by and
among Comcast Corporation, Comcast FCI, Inc. and Fleet Call,
Inc.
Exhibit B Option Agreement, dated September 14, 1992, between Fleet
Call, Inc. and Comcast FCI, Inc.
Exhibit C Promissory Note, dated September 14, 1992, issued by Comcast
FCI, Inc. in favor of Fleet Call, Inc.
Exhibit D Stock Pledge Agreement, dated September 14, 1992, between
Comcast FCI, Inc. and Fleet Call, Inc.
Exhibit D Stockholders' Voting Agreement, dated September 14, 1992, by
and among Comcast FCI, Inc., Brian D. McAuley, Morgan E.
O'Brien, Lila O'Brien Sullivan as trustee for the Belle
O'Brien and Morgan O'Brien Siblings Trust, Lila O'Brien
Sullivan as trustee for the Morgan E. O'Brien 10 Year
Irrevocable Trust, Robert Cooper, Gene L. Clothier, First
Capital Corporation of Chicago, Madison Dearborn Partners IV
and V and Peter Reinheimer.
______________
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
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.
COMCAST CORPORATION
Date: September 22, 1992 By: /s/ Stanley Wang
---------------------------------
Stanley Wang,
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX(*)
----------------
Exhibits Page
- -------- ----
Exhibit A Stock Purchase Agreement, dated
September 14, 1992, by and among
Comcast Corporation, Comcast FCI,
Inc. and Fleet Call, Inc.............. 16
Exhibit B Option Agreement, dated September
14, 1992, between Fleet Call, Inc.
and Comcast FCI, Inc.................. 78
Exhibit C Promissory Note, dated September 14,
1992, issued by Comcast FCI, Inc. in
favor of Fleet Call, Inc.............. 93
Exhibit D Stock Pledge Agreement, dated
September 14, 1992, between Comcast
FCI, Inc. and Fleet Call, Inc......... 97
Exhibit E Stockholders' Voting Agreement,
dated September 14, 1992, by and
among Comcast FCI, Inc., Brian D.
McAuley, Morgan E. O'Brien, Lila
O'Brien Sullivan as trustee for the
Belle O'Brien and Morgan O'Brien
Siblings Trust, Lila O'Brien
Sullivan as trustee for the Morgan
E. O'Brien 10 Year Irrevocable
Trust, Robert Cooper, Gene L.
Clothier, First Capital Corporation
of Chicago, Madison Dearborn
Partners IV and V and Peter
Reinheimer............................ 112
_______________
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Fleet Call, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
338898 10 9
- ------------------------------------------------------------------------------
(CUSIP Number)
Jason M. Shargel, Esquire, Klehr, Harrison, Harvey, Branzburg & Ellers,
1401 Walnut Street, Philadelphia, PA 19102
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 15, 1993
- ------------------------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should 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).
Exhibit Index is on Page 12.
==============================================================================
SCHEDULE 13D
CUSIP No. 338898 10 9 Page of Pages
- ------------------------ ---------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC (as to warrant purchases and exercises described under Item 3);
WC, SC and BK (as to possible purchase pursuant to preemptive rights
described under Item 3).
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 29,650,595* *See number 12 below
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-* *See number 12 below
9 SOLE DISPOSITIVE POWER
29,650,595* *See number 12 below
10 SHARED DISPOSITIVE POWER
-0-* *See number 12 below
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,650,595*
*See number 12 below
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Excludes an aggregate of 15,756,050 shares owned by the signatories to a
certain Stockholders' Voting Agreement, dated September 14, 1992, as
described more fully in Items 2 and 6 of Amendment No. 1 and Item 2 of
this Amendment No. 2.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.25%
Excludes an aggregate of approximately 6,739,808 shares that
may be purchased pursuant to preemptive rights, subject to
specified conditions, as described more fully in Item 3
herein.
14 TYPE OF REPORTING PERSON*
CO
*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.
CUSIP No. 338898 10 9 Page
----
SCHEDULE 13D
Reference is made to the Schedule 13D previously filed on August
31, 1992 by Comcast Corporation ("Comcast") relating to Fleet Call, Inc.
("Fleet Call"), Amendment No. 1 thereto filed on September 23, 1992 (such
Schedule 13D, as so amended, is hereinafter referred to as the "Schedule
13D"). All capitalized terms not otherwise defined herein that are defined
shall have the meanings ascribed to them in the Schedule 13D.
The descriptions contained herein of certain agreements and
documents are qualified in their entirety by reference to the complete texts
of such agreements and documents, filed as exhibits hereto and incorporated
herein by reference.
Item 2. Identity and Background.
-----------------------
Item 2 of the Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
The following are the executive officers and directors of Comcast
and certain information relating thereto:
<TABLE>
<CAPTION>
Name Title Business Address Present Principal Occupation
- ---- ----- ---------------- ----------------------------
<S> <C> <C> <C>
Ralph J. Roberts Chairman of Board of 1234 Market Street Chairman of Board of Directors
Directors and Director Philadelphia, PA 19107 of Comcast
Julian A. Brodsky Vice Chairman of Board 1234 Market Street Vice Chairman of Board of
of Directors and Director Philadelphia, PA 19107 Directors of Comcast
Brian L. Roberts President; Director 1234 Market Street President of Comcast
Philadelphia, PA 19107
John R. Alchin Senior Vice President 1234 Market Street Senior Vice President and
and Treasurer Philadelphia, PA 19107 Treasurer of Comcast
Thomas G. Baxter Senior Vice President 1234 Market Street President of Comcast Cable
Philadelphia, PA 19107 Communications, Inc.
Lawrence S. Smith Senior Vice President 1234 Market Street Senior Vice President
Accounting and Philadelphia, PA 19107 Accounting and Administration
Administration of Comcast
Stanley L. Wang Senior Vice President, 1234 Market Street Senior Vice President, General
General Counsel and Philadelphia, PA 19107 Counsel and Secretary of
Secretary Comcast
Donald A. Harris Senior Vice President 1234 Market Street President of Comcast Cellular
Philadelphia, PA 19107 Communications, Inc.
Robert B. Clasen Senior Vice President 1234 Market Street Chairman of Comcast
Philadelphia, PA 19107 International Holdings, Inc.
F. Jerome Purcell Vice President 1234 Market Street President of Comcast Sound
Philadelphia, PA 19107 Communications, Inc.
Daniel Aaron Director 1234 Market Street Director of Comcast
Philadelphia, PA 19107
Gustave G. Amsterdam Director 1845 Walnut Street Attorney
Suite 2390 1845 Walnut Street
Philadelphia, PA 19103 Suite 2390
Philadelphia, PA 19103
Sheldon M. Bonovitz Director 4200 One Liberty Place Partner in law firm of Duane,
Philadelphia, PA 19103 Morris and Heckscher
4200 One Liberty Place
Philadelphia, PA 19103
Joseph L. Castle Director One Valley Square President of Castle Energy
Suite 101 Corp.
512 Township Line Road One Valley Square
Blue Bell, PA 19422 Suite 101
512 Township Line Road
Blue Bell, PA 19422
Bernard C. Watson Director 1630 Locust Street President of William Penn
Philadelphia, PA 19103 Foundation
1630 Locust Street
Philadelphia, PA 19103
Irving A. Wechsler Director One Oliver Plaza Partner in Wechsler, Myers &
Pittsburgh, PA 15222 Walsh, Certified Public
Accountants
One Oliver Plaza
Pittsburgh, PA 15222
Anne Wexler Director 1317 F. Street, N.W. Chairman of The Wexler Group
Suite 600 1317 F. Street, N.W.
Washington, DC 20004 Suite 600
Washington, DC 20004
</TABLE>
All of the executive officers and directors of Comcast are
citizens of the United States, except John Alchin who is a citizen of
Australia.
Brian L. Roberts is President and a Director of Comcast, and Ralph
J. Roberts is Chairman of the Board of Comcast and the principal shareholder
of Sural Corporation, a Delaware corporation ("Sural"), which owns shares of
Comcast constituting approximately 76% of the voting power of Comcast.
Messrs. Roberts are also officers of Sural. Mr. Brian L. Roberts, Mr. Ralph
J. Roberts and Sural disclaim beneficial ownership of the securities of Fleet
Call held by Comcast which either such person or Sural may be deemed to own as
a result of his or its association with Comcast.
During the last five years, neither Comcast nor any of the
directors or executive officers of Comcast 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.
The number of shares subject to the Voting Agreement has been
reduced by 256,000.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 of the Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
On October 28, 1992, Comcast FCI purchased a warrant (the "October
Warrant") for the purchase of 599,166.6 shares of Fleet Call's Class A Common
Stock for $4,793,332.80, pursuant to a Purchase Agreement dated October 28,
1992 (the "October Purchase Agreement"). The purchase pursuant to the October
Purchase Agreement was financed with working capital of Comcast. On December
21, 1992, Comcast FCI exercised the October Warrant for an exercise price of
$1.00 per share ($599,166 in the aggregate) using working capital of Comcast.
On December 30, 1992, Comcast FCI purchased and immediately
exercised (for a nominal exercise price) a warrant (the "December Warrant") to
purchase 250,000 shares of Fleet Call's Class A Common Stock for a purchase
price of $3,718,750 pursuant to a Purchase Agreement dated December 30, 1992
(the "December Purchase Agreement"). $1,546,876 of the purchase price was paid
in cash from working capital of Comcast and $2,171,874 was paid by the
issuance by Comcast FCI of a promissory note (the "December Note"). The
December Note provides for the payment of interest only semi- annually in
arrears on each June 30 and December 31, commencing on June 30, 1993 until
June 30, 1995 at an annual rate of 8%. The principal amount is payable in
full at June 30, 1995. The December Note is secured by a Stock Pledge
Agreement dated December 30, 1992 (the "December Pledge Agreement") pursuant
to which the 250,000 shares issued upon exercise of the December Warrant and
the proceeds thereof are pledged to secure repayment of the December Note.
The shares subject to the December Pledge Agreement are held by Provident
National Bank, as escrow agent, pursuant to an Escrow Agreement.
On February 5, 1993, Comcast FCI acquired a warrant (the "February
Warrant") for the purchase of 230,000 shares of Fleet Call's Class A Common
Stock for $3,450,000 pursuant to a Purchase Agreement dated February 5, 1993
(the "February Purchase Agreement"). The exercise price of the February
Warrant is $1.75 per share. $1,380,000 of the purchase price for the February
Warrant was paid in cash from working capital of Comcast and the balance of
$2,070,000 was paid pursuant to the issuance by Comcast FCI of a promissory
note (the "February Note"). The February Note provides for the payment of
interest only semi-annually in arrears on each April 30 and October 31,
commencing on April 30, 1993, until maturity at an annual rate of 8%. The
principal amount is payable in full on October 31, 1995, provided that, in the
event that Comcast FCI exercises the February Warrant on or prior to August 1,
1995, the principal amount shall be payable on February 5, 1998. Payment of
the February Note is secured by a pledge of the February Warrant and the
proceeds thereof pursuant to a Pledge Agreement dated February 5, 1993 (the
"February Pledge Agreement"). The February Warrant is held by Provident
National Bank, as escrow agent, pursuant to an Escrow Agreement.
The December Pledge Agreement and the February Pledge Agreement
provide the respective pledgees with rights to dividends on, and to dispose
of, the applicable Fleet Call securities in the event of a default.
Comcast received a notice pursuant to Section 1.10 of the
Agreement from Fleet Call dated January 22, 1993 (as superseded by a notice
dated February 15, 1993, the "Section 1.10 Notice") stating that Fleet Call
proposes to issue up to 16,080,000 shares of Fleet Call's Class A Common Stock
to security holders of Dispatch Communications, Inc. ("DisCom") in connection
with a merger (the "Merger") pursuant to an Agreement and Plan of
Reorganization dated as of December 21, 1992 between Fleet Call and DisCom and
the related Agreement of Merger dated as of December 21, 1992 among Fleet
Call, a subsidiary of Fleet Call and DisCom (collectively the "Merger
Documents"). The Section 1.10 Notice states that Comcast, through a
to-be-formed subsidiary ("Newco") of Comcast FCI, has the right (the
"Preemptive Right") to purchase a number of shares (the "Preemptive Shares")
determined by a formula specified in Appendix A to the Section 1.10 Notice.
The actual number of Preemptive Shares will be based upon Fleet Call's
capitalization as of immediately prior to the Merger. The formula is intended
to maintain Comcast's Fully Diluted Ownership Percentage at the same level as
immediately prior to the Merger. Based upon Fleet Call's capitalization at
December 31, 1992, Comcast would have the right to purchase 6,739,808 shares.
The total purchase price for such purchase, based on the capitalization at
December 31, 1992, would be $117,891,784, or $18.70 for 2,564,000 shares and
$16.75 for the remaining shares. $70,000,000 of that amount is expected to be
paid by cash obtained by Newco from Comcast's working capital and from the
third party financing described below. The remaining $47,891,784 is expected
to be borrowed by Comcast FCI from Fleet Call pursuant to a two year note (the
"Fleet Call Note") bearing interest at 7% per annum with interest payable
quarterly in arrears and principal paid in full at maturity. To the extent
the total purchase price of the Preemptive Shares is less than $117,891,784,
the amount of the borrowing from Fleet Call would be reduced. To the extent
the total purchase price is greater than such amount, the principal amount of
the Fleet Call Note would be increased by 40% of such increase. The Fleet
Call Note would be secured by a pledge of all the stock of Newco. The
indebtedness that Newco may incur would be limited to $35,000,000 prior to
December 31, 1993 and, thereafter to, $35,000,000 plus 70% of the increase in
market value of the Preemptive Shares over $21 per share. If Comcast
determines at its option, not to make the borrowing from Fleet Call, the
exercise price would be reduced by $5,000,000 and the price per share would
equal $16.75 for all shares.
Comcast may seek $35,000,000 in bank or other financing to Newco
for the purchase of the Preemptive Shares. Comcast has not yet determined
whether it will seek any such financing and has not yet received any
commitments with respect thereto. There is no assurance that any such
financing can be obtained on acceptable terms. In the event such financing is
not obtained, it is expected that Comcast would provide the funds from its
working capital.
Pursuant to an acknowledgement dated February 15, 1993 among Fleet
Call, Comcast and Comcast FCI, Comcast agreed to exercise the Preemptive Right
on the terms set forth in the Section 1.10 Notice, provided that Comcast's
obligation to close with respect to such exercise is conditioned upon (i) the
consummation of the Merger on the terms set forth in the Merger Documents (such
consummation being subject to a number of conditions); (ii) Fleet Call's
providing the financing to Comcast FCI described above on the terms set forth
in the Section 1.10 Notice; and (iii) Fleet Call's delivering such customary
closing certificates and opinions as Comcast shall reasonably request, against
delivery by Comcast of such customary closing certificates and opinions as
Fleet Call shall reasonably request.
Item 5. Interest in Securities of the Issuer
------------------------------------
As of February 15, 1993, Comcast owns 4,420,595 shares of Class A
Common Stock and has the immediately exercisable right to acquire 230,000
shares of Class A Common Stock pursuant to the February Warrant and 25,000,000
shares of Class A Common Stock pursuant to the Option. Based upon the
61,352,538 shares of Class A Common Stock outstanding as of December 31, 1992
according to information provided to Comcast by Fleet Call, if Comcast were to
exercise the February Warrant and the Option in full, Comcast would own 34.25%
of the outstanding Class A Common Stock. Comcast will have the sole power to
vote or dispose of all the shares of Class A Common Stock beneficially owned
by Comcast, subject to the rights of the pledgees under the Stock Pledge
Agreement, the December Pledge Agreement and the February Pledge Agreement.
If Comcast were to complete the acquisition of the Preemptive Shares based
upon Fleet Call's capitalization as of December 31, 1992, and adjusting for
the issuance of shares in the Merger, and if Comcast were to exercise the
February Warrant and the Option in full, Comcast would own 33.26% of the
outstanding Class A Common Stock.
See Item 3 with respect to the rights of the pledgees under the
December Pledge Agreement and the February Pledge Agreement, respectively.
To the knowledge of Comcast, the number of shares of common stock
beneficially owned by its officers and directors (beneficial ownership of
which shares is disclaimed by Comcast) is set forth below:
No. of Shares of Common
Individual Stock Beneficially Owned
---------- ------------------------
Lawrence S. Smith 1,000
Irving A. Wechsler 10,000
Except for the transactions described in Item 3, Comcast has not
effected any transaction in the securities of Fleet Call during the past sixty
days, and Comcast is not aware of any other transactions in such securities by
any of its executive officers and directors, except that Mr. Wechsler sold
5,000 shares on January 29, 1993 at $21 3/8 per share and purchased 5,000
shares on February 2, 1993 at $22 1/4 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
Item 6 of the Schedule 13D is hereby supplemented as follows:
See Item 3 for a description of the October, December and February
Purchase Agreements, the Section 1.10 Notice and related documents, including
without limitation the December Pledge Agreement and the February Pledge
Agreement.
Pursuant to a Letter Agreement dated October 28, 1992, Section
4.2(b) of the Agreement has been amended to permit purchases by Comcast and
affiliated entities without the consent of Fleet Call, provided that such
purchases do not result in Comcast's Fully Diluted Ownership Percentage or
Voting Power Ownership Percentage exceeding 30% plus 70,000 shares. The prior
limitation was 30%.
Pursuant to a Letter Agreement dated November 24, 1992, prior to
the purchase of Additional Shares pursuant to the Second Purchase, for
purposes of calculating Comcast's Fully Diluted Ownership Percentage, Comcast
will be deemed to own 1,272,727.27 (rather than 2,272,727.27 as under the
Agreement prior to such amendment) shares of Fleet Call's Class A Common Stock.
Pursuant to a Letter Agreement dated February 15, 1993 among
Comcast, Comcast FCI and Fleet Call, Section 1.10 of the Agreement was amended
to provide that Comcast and Comcast FCI's rights under Section 1.10 as a
result of the Merger shall be as set forth in the Section 1.10 notice.
Item 7. Exhibits.(*)
--------
Exhibit A Purchase Agreement dated October 28, 1992.
Exhibit B Purchase Agreement dated December 30, 1992.
Exhibit C Promissory Note issued by Comcast FCI, Inc. dated
December 30, 1992.
Exhibit D Stock Pledge Agreement dated December 30, 1992.
Exhibit E Escrow Agreement dated December 30, 1992.
Exhibit F Release from Stockholders' Voting Agreement dated as of
December 29, 1992.
Exhibit G Purchase Agreement dated February 5, 1993.
Exhibit H Promissory Note dated February 5, 1992 issued by
Comcast FCI, Inc.
Exhibit I Pledge Agreement dated February 5, 1993.
Exhibit J Escrow Agreement dated February 5, 1993.
Exhibit K Common Stock Warrant for the Purchase of 23,000 Current
Stock Units issued by Fleet Call to Comcast FCI on
February 5, 1993.
Exhibit L Letter Agreement dated October 28, 1992 between
Comcast, Comcast FCI, Inc. and Fleet Call.
Exhibit M Letter Agreement dated November 24, 1992 among Comcast,
Comcast FCI, Inc. and Fleet Call.
Exhibit N Notice dated February 15, 1993 from Fleet Call to
Comcast and Comcast FCI pursuant to Section 1.10 of
the Agreement, including Appendix A thereto.
Exhibit O Acknowledgement dated February 15, 1993 among Comcast,
Comcast FCI and Fleet Call.
Exhibit P Letter Agreement dated February 15, 1993 among Comcast,
Comcast FCI and Fleet Call.
Exhibit Q Press Release issued by Fleet Call dated February 16,
1993.
- ---------------------
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
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.
COMCAST CORPORATION
By: /s/ Lawrence S. Smith
----------------------------
Date: February 23, 1993
EXHIBIT INDEX (*)
Exhibits Page
- ---------- ----
Exhibit A Purchase Agreement dated October
28, 1992............................ 14
Exhibit B Purchase Agreement dated December
30, 1992............................ 22
Exhibit C Promissory Note issued by Comcast
FCI, Inc. dated December 30, 1992... 29
Exhibit D Stock Pledge Agreement dated
December 30, 1992................... 31
Exhibit E Escrow Agreement dated December
30, 1992............................ 44
Exhibit F Release from Stockholders' Voting
Agreement dated as of December 29,
1992................................ 56
Exhibit G Purchase Agreement dated February
5, 1993............................. 58
Exhibit H Promissory Note dated February 5,
1992 issued by Comcast FCI, Inc..... 65
Exhibit I Pledge Agreement dated February 5,
1993................................ 67
Exhibit J Escrow Agreement dated February 5,
1993................................ 79
Exhibit K Common Stock Warrant for the
Purchase of 23,000 Current Stock
Units issued by Fleet Call to
Comcast FCI on February 5, 1993..... 92
Exhibit L Letter Agreement dated October 28,
1992 between Comcast, Comcast FCI,
Inc. and Fleet Call................. 121
Exhibit M Letter Agreement dated November
24, 1992 among Comcast, Comcast
FCI, Inc. and Fleet Call............ 126
Exhibit N Notice dated February 15, 1993
from Fleet Call to Comcast and
Comcast FCI pursuant to Section
1.10 of the Agreement, including
Appendix A thereto.................. 127
Exhibit O Acknowledgement dated February 15,
1993 among Comcast, Comcast FCI
and Fleet Call...................... 136
Exhibit P Letter Agreement dated February
15, 1993 among Comcast, Comcast
FCI and Fleet Call.................. 141
Exhibit Q Press Release issued by Fleet Call
dated February 16, 1993............. 144
_________
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been
previously filed with the Commission, have not been restated
electronically.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
NEXTEL Communications, Inc. (formerly, Fleet Call, Inc.)
--------------------------------------------------------
(Name of Issuer)
Class A Common Stock
--------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
--------------------------------------------------------
(CUSIP Number)
Jason M. Shargel, Esquire, Klehr, Harrison, Harvey, Branzburg & Ellers,
1401 Walnut Street, Philadelphia, PA 19102
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 22, 1993
--------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
________________
*The remainder of this cover page should 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).
SCHEDULE 13D
- ------------------------------ -----------------------------------
CUSIP No. 338898 10 9 Page of 16 Pages
- ------------------------------ -----------------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 36,496,367* *See number 12 below
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-* *See number 12 below
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 36,496,367* *See number 12 below
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-* *See number 12 below
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,496,367* *See number 12 below
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
Excludes an aggregate of 15,756,050 shares owned by the signatories to a
certain Stockholders' Voting Agreement, dated September 14, 1992, as
described more fully in Items 2 and 6 of Amendment No. 1 and Item 2 of
Amendment No. 2.
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.67%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
*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.
SCHEDULE 13D
Reference is made to the Schedule 13D previously filed on August
31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL Communications,
Inc. (formerly Fleet Call, Inc.) (the "Company"), Amendment No. 1 thereto
filed on September 23, 1992 and Amendment No. 2 thereto filed on February 24,
1993 (such Schedule 13D, as so amended, is hereinafter referred to as the
"Schedule 13D"). All capitalized terms not otherwise defined herein that are
defined shall have the meanings ascribed to them in the Schedule 13D.
The descriptions contained herein of certain agreements and
documents are qualified in their entirety by reference to the complete texts
of such agreements and documents, filed as exhibits hereto and incorporated
herein by reference.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and supplemented by
adding the following information:
On July 22, 1993, the name of the Company was changed to NEXTEL
Corporation, Inc.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
On July 22, 1993, Comcast FCI, Inc. ("Comcast FCI") purchased
6,845,772 shares of Class A Common Stock, par value $.001 per share (the
"Common Stock") of the Company at $16.75 per share for a total purchase price
of $114,666,681. This purchase (the "Anti-Dilution Purchase") was pursuant to
Comcast FCI's rights under Section 1.10 of the Agreement and was in connection
with the merger (the "DisCom Merger") of Dispatch Communications, Inc.
("DisCom") with the Company. The source of the funds for the Anti- Dilution
Purchase was working capital.
Item 5. Interest in Securities of the Issuer.
As of July 22, 1993, Comcast owns 11,266,367 shares of Common
Stock and has the immediately exercisable right to acquire 230,000 shares of
Class A Common Stock pursuant to the February Warrant and 25,000,000 shares of
Class A Common Stock pursuant to the Option. Based upon the 86,490,385 shares
of Common Stock (including non-voting common stock) outstanding as of July 22,
1993 according to information provided to Comcast by the Company, if Comcast
were to exercise the February Warrant and the Option in full, Comcast would
own 32.67% of the outstanding Class A Common Stock. Comcast will have the
sole power to vote or dispose of all the shares of Common Stock beneficially
owned by Comcast, subject to the rights of the pledgees under the Stock Pledge
Agreement, the December Pledge Agreement and the February Pledge Agreement.
Except for the Anti-Dilution Purchase described in Item 3, Comcast
has not effected any transactions in the securities of Fleet Call during the
past sixty days, and Comcast is not aware of any other transactions in such
securities by any of its executive officers and directors.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
In connection with the Anti-Dilution Purchase, Comcast and Comcast
FCI executed a letter agreement with the Company pursuant to which Comcast FCI
waived its right to make the borrowing from the Company provided for in the
Section 1.10 Notice and Comcast and Comcast FCI agreed that the Anti-Dilution
Shares are subject to certain restrictions on sale set forth in the Agreement.
In connection with the Anti-Dilution Purchase and the DisCom
Merger, Comcast and its designees on the Company's Board of Directors, Julian
A. Brodsky and Donald A. Harris, executed a letter agreement with the Company
pursuant to which it was agreed that no designee of Comcast FCI who is a
director of the Company shall be required, in connection with or by reason of
such persons's services as such, to disclose to the Company any information
such person may have concerning Comcast's Mid-Atlantic Cellular Systems or
Comcast's Philadelphia SMR Systems. It was further agreed that no such
designee shall be given access to any information directly relevant to
DisCom's Philadelphia SMR System or to DisCom's Mid-Atlantic Digital Mobile
Network, nor shall any such person in his capacity as a member of Company's
Board of Directors or any committee thereof be included in any board or a
committee presentations, deliberations or actions specifically relating to
such system or network.
Item 7. Exhibits.(*)
Exhibit A. Letter Agreement dated July 22, 1993 among Comcast
Corporation, Comcast FCI, Inc. and NEXTEL Communications, Inc.
Exhibit B. Letter Agreement dated July 22, 1993 among Comcast
Corporation, Julian A. Brodsky, Donald A. Harris and NEXTEL Communications,
Inc.
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.
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
-----------------------------
Julian A. Brodsky
Vice Chairman
Date: July 27, 1993
_____________
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
EXHIBIT INDEX (*)
Exhibits Page
- -------- ----
Exhibit A. Letter Agreement dated July 22,
1993 among Comcast Corporation,
Comcast FCI, Inc. and NEXTEL
Communications, Inc................ 8
Exhibit B. Letter Agreement dated July 22,
1993 among Comcast Corporation,
Julian A. Brodsky, Donald A.
Harris and NEXTEL Communications,
Inc................................ 12
_____________
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated
electronically.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 4)
NEXTEL Communications, Inc.
------------------------------------
(Name of Issuer)
Class A Common Stock
------------------------------------
(Title of Class of Securities)
65332V 10 3
------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq., Senior Vice President and General Counsel
Comcast Corporation
1234 Market Street, Philadelphia, PA 19107
Tel. No. (215) 981-7510
----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 1994
------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
_____________
*The remainder of this cover page should 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).
CUSIP No. 338898 10 9
- ---------------------
- -----------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
COMCAST CORPORATION
23 - 1709202
- -----------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------------
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Pennsylvania
- -----------------------------------------------------------------------------
Number of (7) Sole Voting Power Shares
Shares Bene- 36,496,367* *See number 12 below
ficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Report- (9) Sole Dispositive Power
ing Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
- -----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
*Excludes an aggregate of 15,756,050 shares owned by the signatories
to a certain Stockholders' Voting Agreement, dated September 14,
1992, as described more fully in Items 2 and 6 of Amendment No. 1 and
Item 2 of Amendment No. 2 and any shares beneficially owned by MCI
Communications Corporation.
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
29.46%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
CO
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on August 31,
1992 by Comcast Corporation ("Comcast") relating to Nextel Communications,
Inc. (formerly Fleet Call, Inc.) (the "Company"), Amendment No. 1 thereto
filed on September 23, 1992, Amendment No. 2 thereto filed on February 24,
1993 and Amendment No. 3 thereto filed on July 28, 1993 (such Schedule 13D,
as so amended, is hereinafter referred to as the "Schedule 13D"). All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
Comcast has been informed that MCI Communications Corporation, a
Delaware corporation, ("MCI") intends to file separately a Report on Schedule
13D relating to certain of the matters referred to in the Letter Agreement (as
defined in Item 3 below). The information contained herein which relates to
MCI is not to be construed as an affirmation by Comcast or MCI that they have
formed a group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act).
The descriptions contained herein of certain agreements and documents
are qualified in their entirety by reference to the complete texts of such
agreements and documents, filed as exhibits hereto and which are hereby
incorporated herein by reference.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby supplemented and amended to
include the following information:
F. Jerome Purcell is no longer a Vice President of Comcast or
President of Comcast Sound Communications, Inc.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby supplemented and amended to
include the following information:
Subject to the terms and conditions set forth in a letter
agreement (the "Letter Agreement") dated February 27, 1994 among the Company,
Comcast and MCI, such parties have agreed, among other things, to use their
reasonable best efforts to enter into definitive documentation as soon as
practicable with respect to the transactions (the "Transactions") described in
the Letter Agreement.
The Letter Agreement contemplates, among other things, that at
closing (the "Closing") (which shall occur as soon as practicable following
the execution and delivery of the definitive documentation and the
satisfaction or waiver of the conditions to Closing thereunder) MCI will
purchase for cash from the Company an aggregate of 22 million shares of the
Company's Class A Common Stock ("Shares") at a purchase price of $36 per
share, for an aggregate purchase price of $792 million.
The Letter Agreement also provides that, subject only to
consummation of the Closing and absence of prohibitions imposed by law, MCI
will be unconditionally obligated to purchase for cash and the Company will be
obligated to sell an aggregate of 15 million Shares (the "Subscription
Shares") (subject to adjustment as described below) as follows:
(a) 5 million Shares (subject to adjustment as described below)
on the first anniversary of Closing at a purchase price of $37 per share
(the "First Tranche");
(b) 5 million Shares (subject to adjustment as described below)
on the second anniversary of Closing at a purchase price of $38 per
share (the "Second Tranche"); and
(c) 5 million Shares (subject to adjustment as described below)
on the third anniversary of Closing at a purchase price of $39 per share
(the "Third Tranche").
Following the Closing, MCI may, in its sole discretion, purchase
all or any portion of the First Tranche, the Second Tranche and/or the Third
Tranche at any time prior to the date that it is obligated to purchase such
Shares. In addition, if any operating budget of the Company approved by the
Company's Board of Directors (which approval shall include the affirmative
vote of each MCI designee) reflects the purchase of all or any portion of the
First Tranche, the Second Tranche and/or the Third Tranche at a time prior to
the date that such tranche is required to be purchased due to a need for such
funds to satisfy the Company's capital requirements, MCI shall be obligated to
purchase and the Company shall be obligated to sell such Shares at such times
as reflected in such budget. If MCI in its sole discretion shall have
purchased (or have entered into a firm commitment to purchase) Shares ("Other
Shares") from Motorola, Inc. ("Motorola") prior to the Closing, the number of
the remaining Subscription Shares will be reduced by the number of Other
Shares (such reduction to be made in such Tranche or Tranches as MCI shall
elect).
In connection with and conditioned upon the Closing, Comcast will
waive its pre-emptive rights under the Agreement in connection with (i)
certain pending transactions publicly announced by the Company prior to the
date of the Letter Agreement (representing the right to acquire no more than
an aggregate of approximately 22 million Shares) and (ii) the transactions by
MCI described above. To the extent MCI would otherwise be entitled to
pre-emptive rights in connection with any of the transactions described in the
foregoing clause (i), MCI will also waive such rights.
The Letter Agreement provides that in connection with consummation
of the Transactions, Comcast's existing pre-emptive rights under the Agreement
would be replaced by pre-emptive rights in favor of Comcast and MCI, which
rights would be freely assignable to each other and subject to exercise by one
party if the other elected not to do so. Neither MCI nor Comcast will be
entitled to pre-emptive rights in respect of any share issuances to the other
(except share issuances arising from the exercise of pre- emptive rights).
The pre-emptive rights will entitle MCI and Comcast to maintain their
collective fully diluted ownership interest at Closing, and such increases in
such percentage interest that result solely from any acquisition by Comcast
and/or MCI of Shares from Motorola to the extent such acquisitions are made in
compliance with the terms of all applicable agreements with the Company. The
Shareholders Agreement (as defined below in Item 4) will contain appropriate
provisions so that if Shares are issued between the date of the Letter
Agreement and the Closing (other than Shares in respect of which Comcast will
waive its pre-emptive rights in accordance with the Letter Agreement), Comcast
and MCI will have pre-emptive rights with respect to such additional Shares as
are necessary to assure that MCI's and Comcast's collective fully diluted
ownership percentage at Closing would not be reduced as a result of such Share
issuances (if the Closing does not occur, the only applicable pre-emptive
rights would be Comcast's under the Agreement).
In connection with the Transactions, the parties have also agreed
that Comcast will sell to the Company a certain business previously identified
by Comcast to the Company for an aggregate consideration of not less than $12
million nor more than $15 million and which shall be determined pursuant to
procedures to be mutually agreed upon by the Company and Comcast. The
purchase price for such business shall be payable in Shares to be valued at
$36 per Share and shall reduce Comcast's $50 million commitment under the
Agreement to purchase the Additional Shares by an equal amount.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented and amended to
include the following information:
Except as previously described in the Schedule 13D and above in
Item 3 Comcast has no present intention to acquire additional securities of
the Company.
The parties' intention in effectuating the transactions and
relationship referred to in the Letter Agreement as stated therein is to
facilitate the accomplishment of the Company's overall principal strategic
objective of becoming the leading North American provider of wireless
telecommunications services and products and the parties believe that entering
into such transactions and relationship will enhance the overall value of the
Company and its ability to achieve its strategic objectives.
The Letter Agreement provides, among other things, that the
definitive documentation will include an agreement among the Company, Comcast
and MCI (the "Shareholders Agreement") pursuant to which and conditioned upon
the Closing, among other things:
(1) The restriction in the Agreement prohibiting Comcast from
acquiring a Fully Diluted Ownership Percentage or a Voting Power Ownership
Percentage (each as defined in the Agreement) of more than 30% for a specific
period of time would be replaced by a prohibition on Comcast, MCI and their
affiliates acquiring in excess of 60% of the Company's fully diluted voting
securities other than (a) on or after the second anniversary of the Closing
pursuant to (x) a business combination that is approved by a majority of the
disinterested directors of the Company's Board of Directors and the holders of
a majority of the outstanding Shares which are not beneficially owned by MCI,
Comcast or their affiliates or (y) a tender or exchange offer recommended by
a majority of the disinterested directors or (b) in the event that any third
party commences a bona fide tender or exchange offer for more than 30% of the
Company's outstanding Shares or acquires beneficial ownership of more than 20%
of the Company's outstanding Shares (if the pending transaction with Motorola
shall close, such 20% trigger as it may relate to Motorola will not be deemed
satisfied unless and until Motorola has both a fully diluted beneficial
ownership of more than 20% and has increased its fully diluted percentage
ownership of Shares by more than 2% of the outstanding Shares as compared to
its percentage ownership upon closing of its pending transactions with the
Company).
Additionally, during the four year period following Closing,
provided that (i) no other person has acquired beneficial ownership of more
than 20% of the Company's outstanding Shares (if the pending transaction with
Motorola shall close, such 20% trigger as it may relate to Motorola would not
be deemed satisfied unless and until Motorola has both a fully-diluted
beneficial ownership of more than 20% and has increased its percentage
ownership of Shares by more than 2% of the outstanding Shares as compared to
its percentage ownership upon closing of its pending transactions with the
Company) and (ii) no person has been elected to the Company's Board of
Directors other than nominees put forth by the Board:
(i) each of MCI and Comcast will vote all Shares owned by such
party in favor of the persons nominated by the Company's Board of
Directors for election as directors;
(ii) except on matters subject to the stockholder consent rights
described in Annex A to the Letter Agreement (the "Consent Rights"),
each of MCI and Comcast will vote its Shares at the option of the
Company either (x) in the same proportion as other stockholders with
respect to any matter or (y) at the Company's direction; provided that
from and after the Closing, each of MCI and Comcast will vote its Shares
in accordance with clause (y) in favor of the proposed business
combination(s) involving the Company that are required to effect the
transactions between Motorola and the Company which have been publicly
announced (or privately disclosed to MCI and Comcast) prior to the date
of the Letter Agreement;
(iii) neither MCI nor Comcast will solicit proxies or consents,
become a participant in any such solicitation, become part of a voting
group (other than with Comcast or MCI, respectively and/or Motorola) or
deposit Shares in a voting trust; and
(iv) in the event of any third party tender or exchange offer for
Shares neither MCI nor Comcast will (x) tender any of their Shares
into such offer prior to twenty-four hours before the then currently
announced expiration time of such offer or (y) except as required by
law, announce any intention to tender their Shares into such offer.
The restrictions set forth in clauses (i)-(iv) shall terminate in
the event that MCI and Comcast hold in the aggregate more than 60% of the
outstanding Shares on a fully diluted basis.
After the Closing, neither MCI nor Comcast will purchase Shares in
a privately negotiated transaction from any third party that has a fully
diluted beneficial ownership of 5% or more of the Company's outstanding Shares
on a fully diluted basis at above the then current market price of such
Shares, except that such restriction shall not apply to any acquisition of
Shares from Motorola if an above market purchase price is offered by MCI or
Comcast in connection with a bona fide offer received by Motorola from a third
party to acquire such Shares at or above the then current market price.
The provisions referred to in paragraph (1) above will terminate
at such time as the Consent Rights terminate.
(2) The three-year restriction on sales or transfers of
Company securities by Comcast pursuant to the Agreement would be replaced
by a provision pursuant to which, except as required by law or regulatory
directive, each of MCI and Comcast would be prohibited from transferring
any of their Shares, or any voting rights in respect of Shares, until the
fifth anniversary of the Closing without the consent of the Company, which
consent shall not in the case of Comcast as transferor be unreasonably
withheld, except that generally no such consent would be required in
connection with a transfer (i) in a tender or exchange offer, merger,
recapitalization or similar transaction pursuant to which all other holders
of Shares were permitted to participate on an equal basis, and (ii)
transfers to MCI, Comcast or any "qualified controlled affiliate" (to be
defined) of MCI or Comcast, provided that prior to the third anniversary of
the Closing neither MCI nor Comcast will be permitted to transfer any of
their Shares to the other party (or any qualified controlled affiliate of
such other party) under clause (ii) if such transfer would result in either
party's Relative Interest (as defined in Annex C to the Letter Agreement)
exceeding 66-2/3%. Notwithstanding the foregoing, MCI and Comcast will be
permitted to transfer their Shares in accordance with the exit provisions
of Annex C to the Letter Agreement. The rights and obligations under the
Shareholders Agreement generally may not be assigned to any third party
except that either party may assign all of its rights and obligations under
the Shareholders Agreement to a purchaser of all of such party's equity
interest in the Company in a single block sale. The provisions referred to
in this paragraph (2) will terminate at such time as the Consent Rights
terminate.
(3) The provisions in the Agreement relating to Comcast's
representation on the Company's Board of Directors would be replaced by a
provision pursuant to which MCI and Comcast will have representation on the
Company's Board of Directors (and all committees thereof) that is
proportionate to the aggregate number of Shares owned by MCI and Comcast on
a fully diluted basis (determined in a manner consistent with paragraph 4
below) (rounded down to the next whole number if MCI and Comcast
collectively own in the aggregate less than 50% of the outstanding Shares
on a fully diluted basis or, if otherwise, rounded up to the next whole
number), subject to each of MCI and Comcast having at least two designees
on the Company's Board of Directors except as otherwise agreed by MCI and
Comcast. The Company will not give any other stockholder the right to
designate more than two directors nor will all other stockholders with
contractual rights to designate directors be entitled to designate more
than four directors in the aggregate. MCI and Comcast will be deemed to
own any Shares that it has the irrevocable right to acquire from the
Company.
(4) For so long as (a) (x) MCI and Comcast collectively own
more than 20% of the outstanding Shares (determined by including all Shares
which MCI and Comcast have a firm commitment to acquire but excluding all
options to purchase Shares), (y) MCI's and Comcast's aggregate percentage
ownership on a fully diluted basis (determined by excluding any option to
purchase Shares acquired by Comcast or MCI from any third party other than
the Company) has not been reduced below 30% (without giving effect to an
ownership percentage reduction of up to 5% due to dilution) (the
provisions of clause (x) and (y) are collectively referred to as the
"Minimum Ownership Percentage") and (z) MCI and Comcast collectively own
less than 50% of the outstanding Shares on a fully diluted basis, certain
matters (the "Supermajority Matters") specified in Annex A to the Letter
Agreement will, in addition to the normal approval requirement, require the
approval of at least one MCI- Comcast designee to the Company's Board of
Directors or (b) MCI and Comcast collectively own more than 50% but not
more than 60% of the outstanding Shares on a fully diluted basis, the
Supermajority Matters will, in addition to the normal approval requirement,
require the approval of at least one director who is not a MCI-Comcast
designee. Notwithstanding the foregoing, in the event the director
designees of MCI and Comcast abstain from voting on any of the
Supermajority Matters, such Supermajority Matters will require approval of
a majority of the remaining members of the Company's Board of Directors
present and voting on such Supermajority Matters.
(5) At all times when MCI and Comcast collectively own at least
the Minimum Ownership Percentage, certain actions referred to in Paragraph 11
of Annex A in the Letter Agreement will require the consent of MCI and
Comcast, which consent may only be withheld if MCI and Comcast both agree to
do so except that if either party's Relative Interest exceeds 66-2/3% then
such party may by itself determine whether consent is withheld.
(6) Without the prior written consent of MCI, neither the
Company nor any of its subsidiaries will (i) enter into any marketing or
other material agreement or transaction with American Telephone and
Telegraph Company ("AT&T") or Sprint Corporation ("Sprint") (except as and
to the extent required by law) or (ii) directly or indirectly engage in any
business outside the Core Business (as defined in Annex A to the Letter
Agreement) of the Company in competition with MCI or any of its affiliates.
Without the prior written consent of Comcast, neither the Company nor any
of its subsidiaries will directly or indirectly engage in any business
outside the Core Business of the Company in competition with Comcast or any
of its affiliates.
(7) MCI and Comcast will offer to the Company (a) all wireless
opportunities in the United States and (b) an opportunity to participate in
any wireless opportunity outside the United States but in the Americas that
such party plans to pursue if it is able (after exercising all reasonable
efforts to be or become able to do so) to offer such opportunity, except that
(x) Comcast may (i) pursue PCS or PCN in conjunction with its local cable
operations or jointly with other cable operators and (ii) acquire additional
frequencies in connection with Comcast's existing cellular operations in
either case without offering the Company the right to participate in such
pursuits or acquisitions and (y) in conjunction with MCI Metro, MCI may pursue
PCS or PCN frequencies as are incidental to its MCI Metro network. If the
Company fails to pursue an opportunity presented to it, MCI and Comcast will
be free to pursue such opportunity unless the Company's failure resulted from
MCI and Comcast blocking such action (whether through their consent or
supermajority board rights or their failing to vote in favor of any required
stockholder action).
(8) It is intended that appropriate provisions will be included
in the definitive documentation such that if the Company is to obtain a
service from an outside party (other than instances where the Company at the
date of the Letter Agreement is a party to agreements or commitments
obligating the Company to deal with a specific outside party or parties, which
instances MCI, Comcast and the Company will address separately in the
definitive documentation for the Transactions), MCI and Comcast will be the
preferred suppliers of such service to the extent they can provide such
service on terms, including price, quality and service, that are no less
favorable in the aggregate to the Company than the terms on which the Company
is able to obtain such services from any outside party.
(9) Any proposed amendment to the Shareholders Agreement that
would adversely affect the rights of the Company (or any benefits to the
Company thereunder) will require the approval of a majority of the
disinterested directors of the Company's Board of Directors.
The Letter Agreement also contemplates that the following
agreements relating to the business of the Company would be entered into in
connection with the Closing:
(A) a product and services marketing agreement between the
Company and MCI (the "Marketing Agreement") providing for the
transactions and relationships contemplated by Annex B to the Letter
Agreement;
(B) a services agreement between the Company and MCI relating to
the provision by MCI to the Company of certain services to be agreed
upon between the parties; and
(C) a services agreement providing for the services to be
offered by Comcast to the Company, which may include building out the
Company's local sites and the overall management of local site
operations, including advertising and marketing, customer service
arrangements and billing, development of operational strategy and
budgeting.
In connection with consummation of the Transactions, MCI and
Comcast will each receive registration rights from the Company in respect of
shares owned by such party on substantially the same terms and conditions as
those set forth in the Agreement. Each of MCI's and Comcast's registration
rights will be freely assignable to the other party.
The Letter Agreement provides for the following conditions to
consummation of the Transactions: (a) negotiation and execution of
definitive documentation with respect to the matters described therein in
form and substance satisfactory to each of the Company, MCI and Comcast and
satisfaction of all conditions precedent to such party's obligations set
forth in such definitive documentation; (b) receipt of all necessary
governmental and regulatory approvals containing no condition or
restriction which, in such party's reasonable opinion, would materially
diminish such party's rights and protections, taken as a whole, under the
Shareholders Agreement, the Co-Investment Agreement (as defined in Item 6
below), the Marketing Agreement or the servicing agreements; (c) the
Company's Board of Directors (including the disinterested directors acting
separately) having approved the definitive agreements and the transactions
contemplated thereby; (d) in the case of MCI and Comcast only, the
Company's Board of Directors having taken all necessary action to ensure
that neither MCI nor Comcast is an "interested stockholder" for purposes of
Section 203 of the Delaware General Corporation Law; (e) each of MCI's and
Comcast's Board of Directors having approved the definitive agreements to
which MCI or Comcast, respectively, is a party and the transactions
contemplated thereby; (f) in the case of the Company only, the receipt by
the Company of a written opinion from Merrill Lynch & Co., Inc., the
Company's independent financial advisors, to the effect that the
Transactions are fair, from a financial point of view, to the shareholders
of the Company (other than MCI and Comcast); (g) the absence of any
injunction or order prohibiting consummation; (h) in the case of MCI and
Comcast only, the execution of definitive agreements between Motorola and
the Company that have previously been publicly announced and the closing of
such transactions; (i) the approval of the shareholders of the Company to
the extent the Company considers such approval necessary based on the
advice of counsel (and if such shareholder approval is sought, the Company
will use all reasonable efforts in good faith to hold such meeting no later
than that relating to the Motorola transaction) and, if shareholder
approval is sought, the reaffirmation of the independent financial advisors
opinion referred to in clause (f) above to a date not prior to the second
day before proxy materials are first sent to the Company shareholders; and
(j) for MCI only, that MCI and the Company will have designated MCI's
IN/OSS as a service to be provided exclusively by MCI under the services
agreement.
If (a) between the date of the Letter Agreement and the
termination thereof (which may be effected by any party on or after June 30,
1994 if definitive documentation has not been entered into by such date): (i)
any takeover proposal is made; (ii) any proposal to engage in any takeover
proposal is communicated to the Company; or (iii) there shall have been a
public announcement of a takeover proposal with respect to the Company and (b)
within one year after the termination of the Letter Agreement: (x) any person
consummates a takeover proposal; or (y) the Company or any of its subsidiaries
shall have authorized, recommended, proposed or publicly announced an
intention to authorize, recommend or propose, or entered into, a takeover
proposal or an agreement with any person to effect a takeover proposal; then
the Company shall promptly after the first of such events described in clause
(b) occurs, pay MCI and Comcast a fee of $25 million in the aggregate. The
Shareholders Agreement will have a "no-shop" provision and a similar
termination fee provision.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be amended or superseded) and the Letter Agreement, Comcast will
continue to consider various alternative courses of action and will in the
future take such actions with respect to the Company as it deems appropriate
in light of the circumstances existing from time to time. At the present
time, other than the matters discussed in this Report, Comcast has no specific
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby supplemented and amended to
include the following information:
Based upon the 87,398,289 shares of Common Stock (including
non-voting common stock) outstanding as of February 9, 1994 according to the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1993, if Comcast were to exercise the February Warrant and the Option in full,
Comcast would own approximately 29.46% of the outstanding Common Stock.
Comcast will have the sole power to vote or dispose of all the shares of
Common Stock beneficially owned by Comcast, subject to the Agreement, the
definitive documentation effectuating the Letter Agreement and the rights of
the pledgees under the Stock Pledge Agreement, the December Pledge Agreement
and the February Pledge Agreement.
To the knowledge of Comcast, the number of shares of Common Stock
beneficially owned by its officers and directors (beneficial ownership of
which Shares is disclaimed by Comcast) is set forth below:
No. of Shares of Common
Individual Stock Beneficially Owned
- ---------- ------------------------
Lawrence S. Smith 1,000
Donald A. Harris 1,000
Irving A. Wechsler 10,000
Comcast disclaims beneficial ownership of any of the Company's
securities which may be beneficially owned by MCI. Comcast has not effected
any transactions in the securities of Nextel during the past sixty days, and
Comcast is not aware of any other transactions in such securities by any of
its executive officers or directors.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the
Securities of the Issuer
Item 6 of the Schedule 13D is hereby supplemented and amended to
include the following information:
The information in Item 4 above is hereby incorporated by
reference herein.
The Letter Agreement also contemplates that in connection with
consummation of the Transactions, MCI and Comcast will enter into an agreement
(the "Co-Investment Agreement") effectuating their intention to maintain their
50/50 relationship as follows:
(1) There will be a restriction on the disposition by MCI or
Comcast, without the consent of the other party, of its interests in the
Company for a period of five years after which sales pursuant to Rule 144
under the Securities Exchange Act of 1934, registration rights or private
sales would be permitted (provided that any such sales would be subject to a
right of first offer in favor of the non-selling party). Any purchaser who is
assigned a party's rights and obligations under the Shareholders Agreement
will become a party to the Co-Investment Agreement.
(2) There will be a provision limiting purchases by MCI or
Comcast, without the consent of the other party, of additional securities of
the Company other than (a) through exercise of pre-emptive rights or
pre-existing options or warrants or (b) if not pursuant to any such exercise,
through private or market purchase of additional Shares or purchases from the
Company subject, with certain exceptions, to a participation right of the
other party (based on the parties' Relative Interest at that time) (which
participation right shall be subject to such "catch- up" opportunities for
the party not exercising its participation right as MCI and Comcast shall
agree) and the standstill in favor of the Company under the Shareholders
Agreement (as described above in Item 4 of this Report).
(3) For so long as the Shareholders Agreement is in effect,
neither Comcast nor MCI will, without the other's consent: (a) solicit
proxies or consents, become a participant in any such solicitation or become
part of a voting group or deposit Shares in a voting trust with respect to the
Company other than as contemplated in the Shareholders Agreement or the
Co-Investment Agreement, (b) make any proposal for a business combination or
propose or commence a tender or exchange offer, in respect of the Company in
violation of the standstill in favor of the Company under the Shareholders
Agreement or (c) facilitate, endorse or vote in favor of any merger,
consolidation or other business combination between the Company and any third
party.
(4) For so long as the Shareholders Agreement remains in effect,
MCI and Comcast will vote their collective Shares on matters (other than
election of directors to the Company's Board of Directors which shall be
governed as described in paragraph (5) below) as they shall mutually agree,
provided that if MCI and Comcast are unable to so agree, MCI and Comcast will
abstain from voting their Shares on such matters. MCI and Comcast will not
exercise their Consent Rights to block any action by the Company unless both
MCI and Comcast agree to do so. Notwithstanding the foregoing, (a) in the
event either party's Relative Interest exceeds 66-2/3%, such party will
control voting with respect to Consent Rights of MCI and Comcast and the
voting of MCI's and Comcast's Board designees on any Supermajority Matter
(subject to such designee's fiduciary duties) and (b) if a Consent Right
relates to any matter in respect of which MCI or Comcast has a conflict due to
its interest in another wireless venture, the non-conflicted party will be
entitled to exercise such Consent Rights alone.
(5) For so long as the Shareholders Agreement remains in effect
and each party's Relative Interest is at least 33-1/3%, each of MCI and
Comcast will designate an equal number of nominees for election to the
Company's Board of Directors (which number shall be determined pursuant to the
Shareholders Agreement as described above in Item 4 of this Report). If any
party's Relative Interest exceeds 66-2/3%, each party will designate a number
of nominees based on the Relative Interests, rounded up to the nearest whole
number if such party's Relative Interest is greater than 66-2/3% and rounded
down to the nearest whole number if such party's Relative Interest is less
than 33-1/3%. Each party will agree to vote for the election of the other
party's designees to the Board.
(6) MCI and Comcast will, subject to the terms described in
paragraph (4) above, use their reasonable best efforts to reach agreement on
voting by their designees on the Company's Board of Directors, subject to the
designees' fiduciary duties, provided that if the parties are unable to agree,
they will cause their director designees to, subject to the designees'
fiduciary duties, abstain from voting on such matter.
The Co-Investment Agreement will also provide that, consistent
with Annex A of the Letter Agreement, MCI and Comcast will offer wireless
opportunities to the Company (as described above in Item 4 of this Report).
If the Company does not pursue any such opportunities within the United States
(other than as a result of MCI and Comcast blocking such action by the Company
by the use of their consent or supermajority board rights or their failing to
vote in favor of any required stockholder action), MCI and Comcast will
cooperate with each other to reach 50/50 participation arrangements with
respect to such opportunities involving wireless products and services that
may become available from time to time unless either MCI or Comcast does not
wish to pursue such opportunity, in which event the other party will be free
to pursue such opportunity.
The parties do not contemplate that the Co-investment Agreement
will have termination or "exit" provisions the exercise of which are within
the control of the parties or will provide for an automatic termination
upon the passage of a period of time or the occurrence of one or more
events except (a) that upon a change of control (to be defined) of Comcast
or (b) upon a sale by Comcast to AT&T or Sprint of a controlling or other
meaningful equity interest (to be defined) in its cable or cellular system
(and in which Comcast retains a meaningful equity interest), MCI will have
the option to purchase Comcast's interest in the Company at a price equal
to 125% of fair market value (determined pursuant to Annex C of the Letter
Agreement). Additionally, the establishment by Comcast of a business
arrangement as contemplated by paragraph 4 of Annex C of the Letter
Agreement with AT&T and/or Sprint with respect to wireless telephony in the
United States and/or Mexico which relationship constitutes a "Conflicting
Business Arrangement" (as defined in Annex C of the Letter Agreement) will
trigger a process intended to resolve such situations.
Item 7. Material to be Filed as Exhibits(*)
Item 7 of the Schedule 13D is hereby supplemented and amended to
include the following:
Exhibit A Letter Agreement dated February 27, 1994 among Nextel
Communications, Inc., Comcast Corporation and MCI
Communications Corporation.
______________
(*)In accordance with Rule 13d-2(c) under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: February 28, 1994
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
-----------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
EXHIBIT INDEX(*)
Page Number
Exhibit in Sequentially
Reference Title Numbered Statement
- --------- ----- ------------------
A Letter Agreement dated February 27, 19
1994 among Nextel Communications,
Inc., Comcast Corporation and MCI
Communications Corporation.
______________
(*)In accordance with Rule 13d-2(c) under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have been
previously filed with the Commission, have not been restated
electronically.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 5)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq., Senior Vice President and General Counsel
Comcast Corporation
1234 Market Street, Philadelphia, PA 19107
Tel. No. (215) 981-7510
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 1994
- ------------------------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- --------------
* The remainder of this cover page should 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).
==============================================================================
CUSIP No. 338898 10 9
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares Bene- 36,496,367* *See number 12 below
ficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Report- (9) Sole Dispositive Power
ing Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
*Excludes an aggregate of 15,756,050 shares owned by the signatories
to a certain Stockholders' Voting Agreement, dated September 14,
1992, as described more fully in Items 2 and 6 of Amendment No. 1 and
Item 2 of Amendment No. 2 and any shares beneficially owned by MCI
Communications Corporation.
(13) Percent of Class Represented by Amount in Row (11)
32.55%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on August
31, 1992 by Comcast Corporation ("Comcast") relating to Nextel Communications,
Inc. (formerly Fleet Call, Inc.) (the "Company"), Amendment No. 1 thereto
filed on September 23, 1992, Amendment No. 2 thereto filed on February 24,
1993, Amendment No. 3 thereto filed on July 28, 1993 and Amendment No. 4
thereto filed on March 1, 1994 (such Schedule 13D, as so amended, is
hereinafter referred to as the "Schedule 13D"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to make the following
correction to the information presented:
Based upon the 86,894,279 shares of Class A Common Stock
outstanding as of February 9, 1994 according to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993, if Comcast were to
exercise the February Warrant and the Option in full, Comcast would own
approximately 32.55% of the outstanding Class A Common Stock (rather than
29.49% of the outstanding Common Stock as set forth in Amendment No. 4 to the
Schedule 13D).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
------------------------------
Julian A. Brodsky
Vice Chairman
Dated: March 3, 1994
EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Reference Title Numbered Statement
- ------------------- -------------- --------------------
No Exhibits
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 6)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19107
Tel. No. (215) 981-7510
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 13, 1994
- ------------------------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- ---------------
* The remainder of this cover page should 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).
==============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,367* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2 and any shares
beneficially owned by MCI Communications Corporation.
(13) Percent of Class Represented by Amount in Row (11)
29.94%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to Nextel
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994 and Amendment No. 5 thereto
filed on March 3, 1994 (such Schedule 13D, as so amended, is hereinafter
referred to as the "Schedule 13D"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On July 13, 1994, Comcast, MCI and the Company executed a
letter agreement (the "Supplemental Agreement") confirming that the execution
by the Company of an Agreement and Plan of Merger, substantially in the form
of the draft provided to Comcast and MCI on July 11, 1994 (the "OneComm Merger
Agreement"), between the Company and OneComm Corporation ("OneComm"), and/or
the merger of OneComm into the Company as contemplated by the OneComm Merger
Agreement shall be deemed to constitute an exception to and shall not be
within the intended coverage of the term "takeover proposal" (as such term is
defined on page 4 of the Letter Agreement) and, consequently, the Company
shall have no obligation or duty to make payment of $25 million (as provided
on page 5 of the Letter Agreement) by reason of any authorization,
recommendation, consummation, proposal or public announcement of such
transaction or of entry into the OneComm Merger Agreement by the Company.
The Supplemental Letter also provides that any definitive
Shareholders Agreement will not preclude the transactions expressly provided
for by the OneComm Merger Agreement on the terms set forth in the OneComm
Merger Agreement without giving effect to any amendments, waivers or other
modifications permitted thereby.
The description herein of the Supplemental Agreement is
qualified in its entity by reference to such document, a copy of which is
filed as an exhibit hereto.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Comcast owns 11,266,367 shares of Class A Common Stock. Based
upon the 96,666,621 shares of Class A Common Stock outstanding as of June 30,
1994 according to the OneComm Merger Agreement, if Comcast were to exercise in
full, the February Warrant for 230,000 shares of Class A Common Stock and the
Option for 25,000,000 shares of Class A Common Stock, Comcast would own
36,496,367 shares of Class A Common Stock, representing approximately 29.94%
of the outstanding Class A Common Stock. Comcast will have the sole power to
vote or dispose of all the shares of Class A Common Stock beneficially owned
by Comcast, subject to the Agreement, the definitive documentation
effectuating the Letter Agreement and the rights of the pledgees under the
Stock Pledge Agreement, the December Pledge Agreement and the February Pledge
Agreement.
To the knowledge of Comcast, the number of shares of Class A
Common Stock beneficially owned by its officers and directors (beneficial
ownership of which Shares is disclaimed by Comcast) is set forth below:
No. of Shares of
Class A Common Stock
Individual Beneficially Owned
- ---------------------------- ----------------------------
Lawrence S. Smith 1,000
Donald A. Harris 1,000
Irving A. Wechsler 10,000
Comcast disclaims beneficial ownership of any of the Company's
securities which may be beneficially owned by MCI. Comcast has not effected
any transactions in the securities of the Company during the past sixty days,
and Comcast is not aware of any other transactions in such securities by any
of its executive officers or directors.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibit:
Exhibit B Supplemental Letter, dated July 13, 1994, among Nextel
Communications, Inc., Comcast Corporation and MCI
Communications Corporation.
SIGNATURE
- -----------------
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been
restated electronically.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: July 18, 1994
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
-----------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
EXHIBIT INDEX(*)
Page Number
in Sequentially
Exhibit Numbered
Reference Title Statement
- ---------------- -------------------------- -----------------
B Supplemental Letter 7
executed July 13, 1994
among NEXTEL
Communications, Inc.,
Comcast Corporation and
MCI Communications, Inc.
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been
previously filed with the Commission, have not been restated
electronically.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 7)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19107
Tel. No. (215) 981-7510
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 1994
- ------------------------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- ---------------
* The remainder of this cover page should 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).
==============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,367* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2 and any shares
beneficially owned by MCI Communications Corporation.
(13) Percent of Class Represented by Amount in Row (11)
29.94%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994, Amendment No. 5 thereto filed
on March 3, 1994 and Amendment No. 6 thereto filed on July 18, 1994 (such
Schedule 13D, as so amended, is hereinafter referred to as the "Schedule
13D"). All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On August 4, 1994 Comcast, Comcast FCI and the Company entered
into an amendment (the "Amendment") to the Agreement. Pursuant to the
Amendment, effective upon the execution and delivery of the Agreement and Plan
of Contribution and Merger among the Company, Motorola, Inc., ESMR, Inc. and
ESMR Sub, Inc. (the "Motorola Agreement"), which occurred on August 4, 1994,
the Agreement has been amended as set forth in the Amendment (a copy of which
is filed as an Exhibit hereto and which is incorporated by reference herein).
The Amendment provides, among other things, that:
So long as Comcast or Comcast FCI has a right to representation
on the Board of Directors of the Company pursuant to the
Agreement, Comcast or Comcast FCI shall have representation
equal to a minimum of one member and otherwise equal to the
Voting Power Ownership Percentage of the Comcast Group on each
committee of independent directors of the Company or any
successor thereto having authority to approve transactions
between the Company and any interested third party.
The Company shall purchase from Comcast that certain business
of Comcast (previously identified to the Company and referred
to on Annex A to the Letter Agreement) for an aggregate
consideration of not less than $12,000,000 nor more than
$15,000,000 with the purchase price to be determined in
accordance with procedures to be mutually agreed upon by the
Company and Comcast and which purchase shall be subject to the
terms set forth in paragraph 19 of Annex A and to negotiation,
execution and delivery of a definitive agreement and approval
by the Board of Directors of the Company (including the
disinterested directors if necessary).
In the event Comcast transfers, in accordance with the
Agreement, as amended by the Amendment, to a third party,
shares of the Company representing at least five (5%) percent
of the Company's then outstanding shares, such transferee (but
only one such transferee) shall be entitled, if Comcast so
elects, to have one representative on the Company's Board of
Directors, it being understood that such transfer shall not
enlarge or expand the representation on the Board of Directors
to which Comcast is entitled as a shareholder of the Company
pursuant to the Agreement as amended by the Amendment.
Subject to the execution of mutually acceptable definitive
documentation, the Company and Comcast shall use their
respective best efforts to enter into a services agreement
providing for services to be offered by Comcast to the Company
on an arm's length basis, which may include the build- out of
the Company's local sites and the overall management of local
site operations, including advertising and marketing, customer
service arrangements and billing, development of operational
strategy and budgeting. Comcast may market those products and
services of the Company which the parties agree to include in
such services agreement, either as seller for its own account
or as a sales agent for the Company.
The condition to closing set forth in Section 8.3(h) (relating
to obtaining a certain ruling from the Internal Revenue
Service) of the Motorola Agreement (the "Condition") may not be
modified, waived or considered satisfied by the Company without
the consent of Comcast. Additionally, the Company shall not
take or permit any action to occur which could reasonably be
expected to give rise to a taxable gain in connection with the
conversion or deemed conversion, in connection with the
transactions contemplated by the Motorola Agreement, of the
Initial Option (as defined in the Agreement) or any other
unexercised rights to acquire common stock of the Company held
by Comcast or any of its Qualified Controlled Affiliates (as
defined in the Agreement) (collectively, the "Convertible
Securities"). In the event such Condition is not irrevocably
satisfied, Comcast and the Company shall use their reasonable
best efforts to reach a mutually acceptable arrangement to
prevent Comcast or any of its Qualified Controlled Affiliates
from experiencing a non-tax free transaction in respect of the
treatment of any Convertible Securities in connection with the
transactions contemplated by the Motorola Agreement.
The description contained herein of certain provisions of the
Amendment is qualified in its entirety by reference to such document which is
filed as an Exhibit to this Report.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded) and the Letter Agreement, Comcast
will continue to consider various alternative courses of action and will in
the future take such actions with respect to the Company as it deems
appropriate in light of the circumstances existing from time to time. At the
present time, other than the matters discussed in this Report, Comcast has no
specific plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Comcast owns 11,266,367 shares of Class A Common Stock. Based
upon the 96,670,221 shares of Class A Common Stock outstanding as of August 4,
1994 (excluding shares held in treasury) according to the Motorola Agreement,
if Comcast were to exercise in full, the February Warrant for 230,000 shares
of Class A Common Stock and the Option for 25,000,000 shares of Class A Common
Stock, Comcast would own 36,496,367 shares of Class A Common Stock,
representing approximately 29.94% of the outstanding Class A Common Stock.
Comcast will have the sole power to vote or dispose of all the shares of Class
A Common Stock beneficially owned by Comcast, subject to the Agreement, the
definitive documentation effectuating the Letter Agreement and the rights of
the pledgees under the Stock Pledge Agreement, the December Pledge Agreement
and the February Pledge Agreement.
To the knowledge of Comcast, the number of shares of Class A
Common Stock beneficially owned by its officers and directors (beneficial
ownership of which Shares is disclaimed by Comcast) is set forth below:
No. of Shares of
Class A Common Stock
Individual Beneficially Owned(1)
- ---------------------------- -----------------------------
Robert B. Clasen 1,000 (2)
Lawrence S. Smith 1,000
Donald A. Harris 1,000
Irving A. Wechsler 12,000 (3)
(1) Excludes 5,000 shares owned by a certain trust of which Mr.
Bonovitz serves as trustee which were purchased on March 19, 1993 for
$22.87 per share.
(2) Mr. Clasen purchased his shares in open market purchases on
July 16, 1992 at $10 3/8 per share.
(3) Mr. Wechsler increased his share ownership from 10,000 to
12,000 on July 30, 1993 by purchasing 2,000 shares in open market
purchases for $30.25 per share.
Comcast disclaims beneficial ownership of any of the Company's
securities which may be beneficially owned by MCI. Comcast has not effected
any transactions in the securities of the Company during the past sixty days,
and Comcast is not aware of any other transactions in such securities by any
of its executive officers or directors within the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information in Item 4 is hereby incorporated by reference
herein.
Pursuant to the Amendment:
Unless on or before September 30, 1994, the Company, Comcast
and MCI shall have entered into a definitive agreement relating
to MCI's investment in the Company, which agreement reflects the
understandings of the aforementioned parties as set forth in
the Letter Agreement, with such changes thereto as may be
mutually agreed by the aforementioned parties, then effective
as of September 30, 1994, Sections 4.2(a) and 4.2(d) of the
Agreement shall be deleted in their entirety and shall be of no
further force or effect. (Section 4.2(a) provides for certain
restrictions on transfers of Company securities by Comcast FCI
and Section 4.2(d) provides for certain restrictions on
transfers of interests in Comcast FCI.) Additionally,
effective upon such deletion of Sections 4.2(a) and 4.2(d),
Section 7.2(a) of the Agreement shall be deemed amended to
permit a Holder (as defined in the Agreement) to require the
Company to effect registrations of Demand Shares (as defined in
the Agreement) at any time after September 30, 1994 without
obtaining the Company's prior written consent.
Effective upon the execution of the Motorola Agreement, the
provisions of Section 4.2(b) of the Agreement which prohibits
the Comcast Group from acquiring a Fully Diluted Ownership
Percentage or a Voting Power Ownership Percentage (each as
defined in the Agreement) of more than 30% have been deleted in
their entirety and shall be of no further force or effect.
The description contained herein of certain provisions of the
Amendment is qualified in its entirety by reference to such document which is
filed as an Exhibit to this Report.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibit:
Exhibit C Amendment to Stock Purchase Agreement, dated August 4,
1994, among Comcast Corporation, Comcast FCI, Inc. and
NEXTEL Communications, Inc.
SIGNATURE
- -----------------
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been
restated electronically.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
----------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
Dated: August 9, 1994
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ----------------- ----------------------- -----------------
C Amendment to Stock 11
Purchase Agreement,
dated August 4, 1994,
among Comcast
Corporation, Comcast
FCI, Inc. and NEXTEL
Communications, Inc.
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been
previously filed with the Commission, have not been restated
electronically.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 8)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19107
Tel. No. (215) 981-7510
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 29, 1994
- ------------------------------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- ---------------
* The remainder of this cover page should 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).
==============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,367* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
29.94%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994, Amendment No. 5 thereto filed
on March 3, 1994, Amendment No. 6 thereto filed on July 18, 1994 and Amendment
No. 7 thereto filed on August 9, 1994 (such Schedule 13D, as so amended, is
hereinafter referred to as the "Schedule 13D"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On August 29, 1994 Comcast, MCI and the Company announced that
the Letter Agreement had been terminated but that the parties are continuing
to explore the possibility of a strategic alliance on different terms. The
parties stated in such release, however, that no assurances can be given that
any agreement would be reached.
Additionally on August 29, 1994 the Company, Comcast, and MCI
entered into a Termination Agreement pursuant to which each of the parties (i)
waived any present or future claims it might have against any other party under
or in respect of the Letter Agreement or actions taken in connection therewith
and (ii) agreed not to, except as otherwise required by law, make any public
announcements regarding termination of the Letter Agreement without each other
party's consent. Pursuant to the Termination Agreement, Comcast and each of
the other parties thereto was released from all further obligations under the
Letter Agreement.
The description contained herein of Termination Agreement and
the Press Release is qualified in its entirety by reference to such documents
each of which is filed as an Exhibit to this Report.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, Comcast
has no specific plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information in Item 4 is hereby incorporated by reference
herein.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibits:
Exhibit D Press Release issued on August 29, 1994 by Nextel
Communications, Inc., MCI Communications Corporation and
Comcast Corporation.
Exhibit E Termination Agreement dated August 29, 1994 among Nextel
Communications, Inc., MCI Communications Corporation and
Comcast Corporation.
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.
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
----------------------------
Julian A. Brodsky
Vice Chairman
Dated: August 30, 1994
___________
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been
restated electronically.
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ---------------- -------------------------- -----------------
Exhibit D Press Release issued on 7
August 29, 1994 by
Nextel Communications,
Inc., MCI Communications
Corporation and Comcast
Corporation.
Exhibit E Termination Agreement 8
dated August 29, 1994
among Nextel
Communications, Inc.,
MCI Communications
Corporation and Comcast
Corporation.
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been restated
electronically.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 9)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1995
- ------------------------------------------------------------------------------
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- ---------------
* The remainder of this cover page should 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).
==============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,367* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement,
dated September 14, 1992, as described more fully in Items
2 and 6 of Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
29.94%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994, Amendment No. 5 thereto filed
on March 3, 1994, Amendment No. 6 thereto filed on July 18, 1994, Amendment
No. 7 thereto filed on August 9, 1994 and Amendment No. 8 thereto filed on
August 30, 1994 (such Schedule 13D, as so amended, is hereinafter referred to
as the "Schedule 13D"). All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On January 31, 1995, Comcast, Comcast FCI, Inc. and the Company
entered into an amendment to the Agreement (the "January 1995 Amendment"),
pursuant to which the parties agreed to amend the Agreement as set forth in the
January 1995 Amendment. A copy of the January 1995 Amendment is filed as an
Exhibit hereto and is incorporated by reference herein and the description
herein of the terms thereof is qualified entirely by reference to such Exhibit.
The January 1995 Amendment provides, among other things, that:
The Company will purchase from Comcast and Comcast will
sell to the Company, Comcast's business known as Philadelphia Mobile
Communications, Inc. ("PMCI"), consisting of all of PMCI's 800 MHz specialized
mobile radio ("SMR") licenses and interests and related assets of PMCI, as
currently operated by PMCI in the Philadelphia, Pennsylvania market area for
an aggregate stated consideration of $15,000,000. The $15,000,000
consideration will be payable in shares of Common Stock in an aggregate amount
of 462,963 shares (subject to anti-dilution adjustments as described in the
January 1995 Amendment). The purchase and sale of PMCI is subject to the
negotiation, execution and delivery of a definitive agreement consistent with
the above described terms.
Based on the agreement with respect to the sale of PMCI
referred to in paragraph (1) above, Comcast and the Company agreed in the
January 1995 Amendment to amend the Agreement to reduce Comcast FCI's
contingent obligation to purchase Additional Shares. Pursuant to the January
1995 Amendment, the amount to be invested in the Company by Comcast FCI for
Additional Shares was changed from $50,000,000 to $35,000,000 and the
anticipated closing date for such purchase, provided the conditions thereto (as
described in the Agreement, as amended) are then satisfied, has been changed
from January 31, 1995 to June 30, 1995. If however, due to the fault of
Comcast (as determined by an independent arbitrator reasonably acceptable to
Comcast and the Company) the sale of PMCI referred to in paragraph (1) above
is not consummated, the Company and Comcast have agreed that they will
(provided the closing conditions applicable to the Additional Share purchase
have been or are then capable of being satisfied) negotiate in good faith to
reach appropriate arrangements to reinstate the conditional Additional Share
purchase obligation for an additional $15,000,000. Pursuant to the Agreement,
as amended, the purchase price for Additional Shares will be 90% of the
average price per share of the Common Stock (measured over a period of 30
trading days preceding the closing date for such purchase).
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, Comcast
has no specific plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 is hereby incorporated by
reference herein.
Pursuant to the January 1995 Amendment, Comcast's preemptive
rights under Section 1.10 of the Agreement were modified to permit Comcast FCI
to exercise preemptive rights in connection with any transaction pending on
January 31, 1995 and any later arising transaction in each case which involves
the issuance of Common Stock by the Company (which transaction gives rise to
preemptive rights of Comcast FCI under the Agreement) and which transaction is
consummated on or before December 31, 1995, generally on the following terms:
The purchase price for such shares of Common Stock to be
purchased by Comcast FCI in exercise of its preemptive rights in connection
with any aforementioned transaction will be equal to the cash price, if any,
paid by purchaser in the underlying transaction or if the sale is not for cash
then the purchase price will be (subject to certain exceptions described in
the January 1995 Amendment) equal to the market price over the 30 Business Day
(as defined in the Agreement) period ending on the second Business Day prior
to December 31, 1995 or the date of Comcast FCI's exercise notice, if earlier.
Notwithstanding the terms above but subject to
certain exceptions, in the event the Company enters into a definitive
agreement with a third party strategic investor (other than any person (or
affiliate thereof) who currently has more than a nominal investment in the
Company) to which the Company proposes to grant "Superior Governance Rights"
(as defined in the Motorola Agreement) providing for the purchase by such
person, entirely for cash of at least $225 million in value of the Company's
shares of Common Stock (such person being a "Strategic Investor" and such
transaction being a "Strategic Investor Transaction") then the Company may
send to Comcast FCI a written "Acceleration Notice" requiring Comcast FCI to
determine whether to exercise its preemptive rights to maintain its Voting
Power Ownership Percentage and its Fully Diluted Ownership Percentage (each as
defined in the Agreement) with respect to the Strategic Investor Transaction
and each transaction (as to which Comcast FCI has preemptive rights under
Section 1.10 of the Agreement as amended by the January 1995 Amendment) which
has been consummated prior to such Acceleration Notice or as to which there is
then a definitive agreement with the Company in effect (each an "Other
Transaction").
Subject to certain exceptions (described in the
January 1995 Amendment), the price per share of Common Stock to be paid by
Comcast FCI in respect of shares being purchased as set forth in Comcast FCI's
exercise notice given in response to an Acceleration Notice will be the price
per share being paid in the Strategic Investor Transaction as set forth in the
Acceleration Notice, provided that with respect to any Other Transaction with
respect to which there is a cash price per share, Comcast FCI's purchase price
for preemptive shares related thereto will be such cash price per share.
Additionally, in any Acceleration Notice, the Company will offer Comcast FCI
the right to acquire a proportionate amount (based upon Comcast FCI's Voting
Power Ownership Percentage and Fully Diluted Ownership Percentage) of any
other Company securities (e.g., options, warrants or other securities) being
acquired by the Strategic Investor on the same terms as are applicable to such
Strategic Investor.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibits:
Exhibit F Amendment dated January 31, 1995 to Stock Purchase
Agreement dated September 14, 1992, among Comcast
Corporation, Comcast FCI, Inc. and Nextel
Communications, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: February 2, 1995
COMCAST CORPORATION
By:/s/ Arthur R. Block
-------------------------
Name: Arthur R. Block
Title: Vice President
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been
restated electronically.
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- --------------- ----------------------------- -----------------
Exhibit F Amendment dated January 31, 9
1995 to Stock Purchase
Agreement dated September
14, 1992, among Comcast
Corporation, Comcast FCI,
Inc. and Nextel
Communications, Inc.
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been restated
electronically.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 10)
NEXTEL Communications, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
65332V 10 3
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 3, 1995
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page should 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).
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,368* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,368* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,368* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
27.87%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994, Amendment No. 5 thereto filed
on March 3, 1994, Amendment No. 6 thereto filed on July 18, 1994, Amendment
No. 7 thereto filed on August 9, 1994, Amendment No. 8 thereto filed on August
30, 1994 and Amendment No. 9 thereto filed on February 3, 1995 (such Schedule
13D, as so amended, is hereinafter referred to as the "Schedule 13D"). All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
Item Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On April 3, 1995, Comcast, Comcast FCI, Inc. and the Company
entered into an amendment to the Agreement (the "April 1995 Amendment"),
pursuant to which the parties agreed to amend the Agreement as set forth in
the April 1995 Amendment. A copy of the April 1995 Amendment is filed as an
Exhibit hereto and is incorporated by reference herein and the description
herein of the terms thereof is qualified entirely by reference to such Exhibit.
Pursuant to the April 1995 Amendment, Comcast's preemptive
rights under Section 1.10 of the Agreement were modified to permit Comcast FCI
to exercise preemptive rights in connection with any transaction which (x) is
subject to an agreement to which the Company is a party on April 3, 1995 or
(y) is contemplated by certain definitive transaction agreements among Nextel,
Eagle River, Inc. and Craig O. McCaw dated as of April 4, 1995 (collectively,
the "Investor Agreement"), in each case which involves the issuance of shares
of Common Stock or other securities by the Company (which transaction gives
rise to preemptive rights of Comcast FCI under the Agreement), generally on the
following terms:
(1) The purchase price for such shares of Common Stock to be
purchased by Comcast FCI in exercise of its preemptive rights with
respect to each transaction referred to in clause (x) above shall be
equal to $12.25 per share of Common Stock.
(2) (a) With respect to the transactions referred to in
clause (y) above, Comcast FCI may exercise its preemptive rights with
respect to (A) the shares of Common Stock being purchased by Investor
upon the execution of the Investor Agreement at a price equal to
$12.25 per share, and (B) the preferred stock portions only of the
units of securities being purchased by the Investor pursuant to the
Investor Agreement at a price equal to $12.25 per common share
equivalent, provided that in lieu of the shares of preferred stock,
Comcast FCI shall acquire shares of Common Stock into which such
shares of preferred stock are convertible.
(b) Comcast and Comcast FCI waive any rights that
either or both of them may have under the Agreement or the January
1995 Amendment to acquire any securities of the Company being issued
in the transactions referred to in, or in connection with, clause (y)
above that are not shares of capital stock of the Company (such other
securities including, without limitation, options and/or warrants to
acquire shares of Common Stock).
(3) Comcast FCI must exercise its preemptive rights with
respect to the transactions covered by the April 1995 Amendment on or
before the close of business on April 30, 1995.
(4) In the event Comcast FCI has exercised its preemptive
rights under the April 1995 Amendment and defaults on one or more of
its obligations to buy shares of Common Stock, if the closing price
of the Common Stock on the date of such closing obligation (the
"Closing Date") equals or exceeds $12.25: (A) if the Closing Date is
before July 1, 1995, the exercise price of Comcast's Initial Option
Shares (as defined in the Agreement) will be increased by an
aggregate amount equal to $.50 multiplied by the number of shares of
Common Stock not acquired; (B) if the Closing Date is on or after
July 1, 1995 but before October 1, 1995, then the exercise price of
Comcast's Initial Option Shares will be increased by an aggregate
amount equal to $1.00 multiplied by the number of shares of Common
Stock not acquired; and (C) if the Closing Date is on or after
October 1, 1995, then the exercise price of the Initial Option Shares
will be increased by an aggregate amount equal to $1.50 multiplied by
the number of shares of Common Stock not acquired. In no event shall
the aggregate amount under clauses (A), (B) and (C) exceed
$25,000,000. If the closing price of the Common Stock on the Closing
Date (the "Closing Price") is less than $12.25 (the "Difference"),
then Comcast FCI will transfer to the Company at no cost a number of
its shares, options and warrants equal in value to the "Spread
Amount". The "Spread Amount" will equal the Difference multiplied by
the number of shares of Common Stock which was not acquired at such
closing. Shares of Common Stock will be valued at the Closing Price
and options and warrants will be valued based on the "Black-Scholes"
formula.
(5) Section 1.11 of the Agreement (requiring Comcast to
guaranty performance of Comcast FCI's obligations) and paragraph 3(b)
of the January 1995 Amendment (relating to the Company's ability to
deliver an Acceleration Notice in connection with the granting of
Superior Governance Rights) are not applicable to the preemptive
purchases covered by the April 1995 Amendment.
Item Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibits:
Exhibit G Amendment dated April 3, 1995 to Stock Purchase
Agreement dated September 14, 1992 (as previously
amended), among Comcast Corporation, Comcast FCI,
Inc. and Nextel Communications, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: April 6, 1995
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------
Name: Arthur R. Block
Title: Vice President
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been
restated electronically.
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ---------------- --------------------------- -----------------
Exhibit G Amendment dated April 3,
1995 to Stock Purchase
Agreement dated September
14, 1992 (as previously
amended), among Comcast
Corporation, Comcast FCI,
Inc. and Nextel
Communications, Inc.
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been restated
electronically.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 11)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 30, 1995
- ------------------------------------------------------------------------------
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page should 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).
==============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,368* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,368* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,368* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
* Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement,
dated September 14, 1992, as described more fully in Items
2 and 6 of Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
27.87%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 11)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994, Amendment No. 5 thereto filed
on March 3, 1994, Amendment No. 6 thereto filed on July 18, 1994, Amendment
No. 7 thereto filed on August 9, 1994, Amendment No. 8 thereto filed on August
30, 1994, Amendment No. 9 thereto filed on February 3, 1995 and Amendment No.
10 thereto filed on April 7, 1995 (such Schedule 13D, as so amended, is
hereinafter referred to as the "Schedule 13D"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
Item 4. Purpose of Transaction.
On April 30, 1995, Comcast FCI, pursuant to a written notice to
the Company, exercised its preemptive rights to purchase shares of Common
Stock as necessary to maintain its Fully Diluted Ownership Percentage (as
defined in the Stock Purchase Agreement and as further clarified by the April
1995 Letter Agreement referred to in Item 6 below) with respect to the
Company's pending merger with Dial Page, Inc. ("Dial Page"), pursuant to which
it is currently estimated that the Company will issue approximately 28,000,000
shares of Common Stock in connection with the Dial Page transaction. The
purchase price per share of Common Stock to be purchased by Comcast FCI in
exercise of its preemptive rights with respect to the Dial Page transaction
(currently estimated to be approximately 9.8 million shares of Common Stock)
will be $12.25. Comcast's purchase in connection with the Dial Page
transaction is conditioned upon, among other things, the closing of the
transactions contemplated by the Investor Agreement. Comcast FCI has not
exercised its preemptive rights with respect to the remaining transactions
referred to in the April 1995 Amendment. A copy of the April 30, 1995
Preemptive Notice is attached hereto as Exhibit I and the foregoing
description is qualified in its entirety by reference thereto.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, Comcast
has no specific plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 is hereby incorporated by
reference herein.
Pursuant to a letter agreement dated as of April 25, 1995 (the
"April 1995 Letter Agreement") Comcast, Comcast FCI, Inc. and the Company
clarified how Comcast's Fully Diluted Ownership Percentage (as defined in the
Stock Purchase Agreement) is to be calculated with respect to Comcast's
election to exercise its preemptive rights with respect to certain pending
transactions, including the Dial Page transaction. Pursuant to the April 1995
Letter Agreement, the Fully Diluted Ownership Percentage is, with respect to
(i) transactions as to which there was a definitive agreement with the Company
on April 3, 1995, including the Dial Page transaction, and (ii) with respect
to the transactions contemplated by the Investor Agreement (subject to
adjustment) (other than those as to which Comcast waived its preemptive rights
as set forth in the April 1995 Amendment), to be calculated as follows: Fully
Diluted Ownership Percentage - A/B, where A is the number of shares of Common
Stock owned by Comcast and its affiliates as of April 3, 1995 (including
shares of Common Stock covered by options, warrants or similar rights to
acquire such shares held by Comcast and its affiliates as of April 3, 1995),
plus 462,963 (on account of the Philadelphia Mobile Communications, Inc. sale
transaction) plus 890,908 (on account of the Additional Shares if not then
purchased, unless at the time in question the purchase obligation with respect
thereto has terminated without such purchase having been made) or the actual
number of Additional Shares, which is estimated to be an aggregate of
37,850,238 shares of Common Stock (using the numbers 462,963 and 890,908
above), and B is the total number of shares of Common Stock outstanding, on a
fully diluted basis, as of March 31, 1995 (but not including such shares as
had not been issued and were subject to issuance commitments pursuant to any
of the transactions referred to in clause (a)(x) of Section 1 of the April
1995 Amendment as of such date), which total number is estimated to be an
aggregate of 145,958,943 shares of Common Stock, which, based on such
estimates, produces a Fully Diluted Ownership Percentage equal to 25.923%. A
copy of the April 1995 Letter Agreement is attached hereto as Exhibit H and
the foregoing description is qualified in its entirety by reference thereto.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibits:
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been
restated electronically.
Exhibit H Letter Agreement dated as of April 25, 1995, among
Comcast Corporation, Comcast FCI, Inc. and Nextel
Communications, Inc.
Exhibit I Notice of Exercise of Preemptive Rights dated April
30, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: May 2, 1995
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------
Name: Arthur R. Block
Title: Vice President
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ----------------- ------------------------- -----------------
Exhibit H Letter Agreement dated 8
as of April 25, 1995,
among Comcast
Corporation, Comcast
FCI, Inc. and Nextel
Communications, Inc.
Exhibit I Notice of Exercise of 10
Preemptive Rights dated
April 30, 1995.
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been restated
electronically.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 12)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 1995
- ------------------------------------------------------------------------------
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page should 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).
===============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,367* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
27.52%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 12)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as amended
by Amendment No. 1 thereto filed on September 23, 1992, Amendment No. 2 thereto
filed on February 24, 1993, Amendment No. 3 thereto filed on July 28, 1993,
Amendment No. 4 thereto filed on March 1, 1994, Amendment No. 5 thereto filed
on March 3, 1994, Amendment No. 6 thereto filed on July 18, 1994, Amendment
No. 7 thereto filed on August 9, 1994, Amendment No. 8 thereto filed on August
30, 1994, Amendment No. 9 thereto filed on February 3, 1995, Amendment No. 10
thereto filed on April 7, 1995, and Amendment No. 11 thereto filed on May 2,
1995 (such Schedule 13D, as so amended, is hereinafter referred to as the
"Schedule 13D"). All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Each of Mr. Julian A. Brodsky and Mr. Donald A. Harris has
resigned from his position as a director on the Board of Directors of the
Company. Following such resignations, no directors or officers of Comcast are
members of the Board of Directors of the Company.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, other than
as set forth herein, Comcast has no specific plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Comcast owns 11,266,367 shares of Class A Common Stock. Based
upon the 107,382,458 shares of Class A Common Stock outstanding as of May 5,
1995 (excluding shares held in treasury) according to the Company's Quarterly
Report on Form 10Q for the quarter ended March 31, 1995, if Comcast were to
exercise in full, the February Warrant for 230,000 shares of Class A Common
Stock and the Option for 25,000,000 shares of Class A Common Stock, Comcast
would own 36,496,367 shares of Class A Common Stock, representing approximately
27.52% of the outstanding Class A Common Stock.
Except as amended and supplemented hereby, the information
under Item 5 of the Schedule 13D remains as previously reported.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: May 19, 1995
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------
Name: Arthur R. Block
Title: Vice President
EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ----------------------- ------- -----------------
N/A
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 13)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1995
- ------------------------------------------------------------------------------
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- ---------------
* The remainder of this cover page should 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).
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 36,496,367* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 36,496,367* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,496,367* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6
of Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
27.52%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 13)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 by Comcast Corporation ("Comcast") relating to NEXTEL
Communications, Inc. (formerly Fleet Call, Inc.) (the "Company"), as
amended by Amendment No. 1 thereto filed on September 23, 1992, Amendment
No. 2 thereto filed on February 24, 1993, Amendment No. 3 thereto filed on
July 28, 1993, Amendment No. 4 thereto filed on March 1, 1994, Amendment
No. 5 thereto filed on March 3, 1994, Amendment No. 6 thereto filed on July
18, 1994, Amendment No. 7 thereto filed on August 9, 1994, Amendment No. 8
thereto filed on August 30, 1994, Amendment No. 9 thereto filed on February
3, 1995, Amendment No. 10 thereto filed on April 7, 1995, Amendment No. 11
thereto filed on May 2, 1995 and Amendment No. 12 thereto filed on May 19,
1995 (such Schedule 13D, as so amended, is hereinafter referred to as the
"Schedule 13D"). All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Schedule 13D.
Item Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On June 30, 1995, in accordance with the Agreement, as amended
by the January 1995 Amendment, Comcast's contingent obligation to purchase
Additional Shares for an aggregate of $35,000,000 expired and Comcast has no
further obligations with respect thereto.
Pursuant to a request by Comcast made pursuant to the Agreement
to enable Comcast to sell publicly some or all of the 11,266,367 shares of
Class A Common Stock it currently owns, the Company has caused to be filed
with the Commission, a registration statement on Form S-3 (the "Shelf
Registration") with respect to such shares. In accordance with the Agreement,
the Company will cause such Shelf Registration, which was declared effective
by the Commission on June 29, 1995, to remain effective for up to one year
from such date.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, other than
as set forth herein, Comcast has no specific plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 is hereby incorporated by
reference herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: July 5, 1995
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Deputy General Counsel
EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ----------------------- ------- -----------------
N/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 14)
NEXTEL Communications, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
65332V 10 3
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 13, 1995
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than five
percent of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page should 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).
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 25,230,000* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 25,230,000* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
25,230,000* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6
of Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
19.03%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 14)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 (the "Original 13D") by Comcast Corporation ("Comcast")
relating to NEXTEL Communications, Inc. (formerly Fleet Call, Inc.) (the
"Company"), as amended by Amendment No. 1 thereto filed on September 23,
1992, Amendment No. 2 thereto filed on February 24, 1993, Amendment No. 3
thereto filed on July 28, 1993, Amendment No. 4 thereto filed on March 1,
1994, Amendment No. 5 thereto filed on March 3, 1994, Amendment No. 6 thereto
filed on July 18, 1994, Amendment No. 7 thereto filed on August 9, 1994,
Amendment No. 8 thereto filed on August 30, 1994, Amendment No. 9 thereto
filed on February 3, 1995, Amendment No. 10 thereto filed on April 7, 1995,
Amendment No. 11 thereto filed on May 2, 1995, Amendment No. 12 thereto
filed on May 19, 1995 and Amendment No. 13 thereto filed on July 5, 1995
(such Schedule 13D, as so amended, is hereinafter referred to as the
"Schedule 13D"). All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Schedule 13D.
Item Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated
have agreed (pursuant to a purchase agreement referred to in Item 6 below)
to purchase from Comcast 11,266,367 shares of Class A Common Stock of the
Company at $18.875 per share and to resell such shares at varying prices to
the public. The offer and sale of the aforementioned shares is pursuant to
the Registration Statement. Comcast will receive gross proceeds of
approximately $212.65 million from the sale of such shares of which
approximately $22.98 million will be paid to the Company for amounts due
under the Note (as defined in the Original 13D) issued by Comcast to the
Company. Upon such payment, the Stock Pledge Agreement (as defined in the
Original 13D) will be terminated and the Note will be cancelled.
Attached hereto as Exhibit J is a copy of the press release
issued by Comcast on July 13, 1995 in connection with the above described
transaction.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an
evaluation of these and other similar considerations and as consistent with
the Agreement (as it may be further amended or superseded), Comcast will
continue to consider various alternative courses of action and will in the
future take such actions with respect to the Company as it deems appropriate
in light of the circumstances existing from time to time. At the present
time, other than as set forth in the Schedule 13D and herein, Comcast has no
specific plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 above is hereby
incorporated by reference herein.
Comcast owns 0 shares of Class A Common Stock. Based upon the
107,382,458 shares of Class A Common Stock outstanding as of May 5, 1995
(excluding shares held in treasury) according to the Company's Quarterly
Report on Form 10Q for the quarter ended March 31, 1995, if Comcast were to
exercise in full the February Warrant for 230,000 shares of Class A Common
Stock and the Option for 25,000,000 shares of Class A Common Stock, Comcast
would own 25,230,000 shares of Class A Common Stock, representing
approximately 19.03% of the outstanding Class A Common Stock.
Other than as described herein and in the Schedule 13D,
Comcast has not effected any transactions in the securities of the Company
during the past sixty days, and Comcast is not aware of any other
transactions in such securities by any of its executive officers or directors
within the past sixty days.
Except as amended and supplemented hereby, the information
under Item 5 of the Schedule 13D remains as previously reported.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 is hereby incorporated by
reference herein.
In connection with the sale of shares of Class A Common Stock
by Comcast (described in Item 4 above), Comcast and the Company have entered
into a purchase agreement with Lehman Brothers Inc. and Morgan Stanley & Co.
Incorporated as representatives of the several underwriters named therein,
which purchase agreement contains customary provisions for transactions of
this type. The foregoing reference to the purchase agreement is qualified
in its entirety by the terms of such agreement, a form of which is filed as
Exhibit K to this Report.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibit:
Exhibit J Press Release issued by Comcast Corporation on July 13,
1995.
Exhibit K Form of Purchase Agreement dated as of July 12, 1995
among Comcast FCI, Inc., NEXTEL Communications, Inc.,
Lehman Brothers Inc. and Morgan Stanley & Co.
Incorporated.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete
and correct.
Dated: July 14, 1995
COMCAST CORPORATION
By: /s/ Arthur R. Block
-------------------------------
Name: Arthur R. Block
Title: Deputy General Cunsel
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 15)
NEXTEL Communications, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
- ------------------------------------------------------------------------------
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 11, 1995
- ------------------------------------------------------------------------------
(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 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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
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).
- ---------------
* The remainder of this cover page should 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.
==============================================================================
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 12,230,000* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 12,230,000* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,230,000* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
6.56%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 15)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NEXTEL Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 (the "Original 13D") by Comcast Corporation ("Comcast")
relating to NEXTEL Communications, Inc. (formerly Fleet Call, Inc.) (the
"Company"), as amended by Amendment No. 1 thereto filed on September 23, 1992,
Amendment No. 2 thereto filed on February 24, 1993, Amendment No. 3 thereto
filed on July 28, 1993, Amendment No. 4 thereto filed on March 1, 1994,
Amendment No. 5 thereto filed on March 3, 1994, Amendment No. 6 thereto filed
on July 18, 1994, Amendment No. 7 thereto filed on August 9, 1994, Amendment
No. 8 thereto filed on August 30, 1994, Amendment No. 9 thereto filed on
February 3, 1995, Amendment No. 10 thereto filed on April 7, 1995, Amendment
No. 11 thereto filed on May 2, 1995, Amendment No. 12 thereto filed on May 19,
1995, Amendment No. 13 thereto filed on July 5, 1995 and Amendment No. 14
thereto filed on July 14, 1995 (such Schedule 13D, as so amended, is
hereinafter referred to as the "Schedule 13D"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
Item Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
On September 11, 1995 Comcast FCI and the Company entered in to
an Amended and Restated Option Agreement (the "Restated Option") pursuant to
which the Option (previously filed as Exhibit A to the Schedule 13D) was
amended and restated in its entirety. In the Restated Option, the parties
agreed, among other things, that Comcast FCI may exercise its rights, to
acquire, through exercise of the Option subject to the terms and conditions
described therein, up to (1) 12,000,000 shares of Class A Common Stock at any
time or from time to time through September 15, 1997 and (2) up to 13,000,000
shares of Class A Common Stock at any time from September 8, 1997 through
September 15, 1997. The exercise price of $16.00 per share (subject to
adjustment as provided in the Restated Option Agreement) remains unchanged
from that stated in the Option. A copy of the Restated Option is attached
hereto as Exhibit L and the foregoing description is qualified in its entirety
by reference thereto.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, other than
as set forth in the Schedule 13D and herein, Comcast has no specific plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 above is hereby
incorporated by reference herein.
Comcast owns no shares of Class A Common Stock. Based upon the
174,328,788 shares of Class A Common Stock outstanding as of August 4, 1995
(excluding shares held in treasury) according to the Company's Quarterly
Report on Form 10Q for the quarter ended June 30, 1995, if Comcast were to
exercise in full the February Warrant for 230,000 shares of Class A Common
Stock and the portion of the Restated Option exercisable within 60 days hereof
for 12,000,000 shares of Class A Common Stock, Comcast would own 12,230,000
shares of Class A Common Stock, representing approximately 6.56% of the
outstanding Class A Common Stock.
Other than as described herein and in the Schedule 13D, Comcast
has not effected any transactions in the securities of the Company during the
past sixty days, and Comcast is not aware of any other transactions in such
securities by any of its executive officers or directors within the past sixty
days.
Except as amended and supplemented hereby, the information
under Item 5 of the Schedule 13D remains as previously reported.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 is hereby incorporated by
reference herein.
On September 11, 1995, Comcast and the Company also entered
into a letter agreement setting forth certain agreements and understandings
including, among other things, that Comcast would not acquire additional Class
A Common Stock or other equity securities of the Company, prior to September
15, 1997 except pursuant to existing contractual rights (including but not
limited to the Stock Purchase Agreement and the Restated Option) unless as a
result of any such acquisition Comcast and its controlled affiliates would own
securities of the Company representing at least 10% (determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934) of the Company's
then outstanding Class A Common Stock. A copy of the letter agreement is
attached hereto as Exhibit M and the foregoing description thereof is
qualified in its entirety by reference to such description.
Item 7. Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibit:
Exhibit L Amended and Restated Option Agreement, dated as of
September 11, 1995 between NEXTEL Communications, Inc.
and Comcast FCI, Inc.
Exhibit M Letter Agreement dated September 11, 1995 between NEXTEL
Communications, Inc. and Comcast Corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: September 13, 1995
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------
Name: Arthur R. Block
Title: Vice President
________
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been
previously filed with the Commission, have not been restated
electronically.
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
- ----------------- ------------------------ -----------------
L Amended and Restated 8
Option Agreement dated
as of September 11,
1995 between NEXTEL
Communications, Inc.
and Comcast FCI, Inc.
M Letter Agreement dated 23
September 11, 1995
between NEXTEL
Communications, Inc.
and Comcast
Corporation.
____________
(*) In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been restated
electronically.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
Nextel Communications, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
65332V 10 3
(CUSIP Number)
Stanley S. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street, Philadelphia, PA 19102
Tel. No. (215) 665-1700
(Name, address and telephone number of person authorized
to receive notices and communications)
February 9, 1996
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: [ ]
Check the following box if a fee is being paid with this statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page should 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).
CUSIP No. 65332V 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
COMCAST CORPORATION
23 - 1709202
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds [ ]
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Pennsylvania
Number of (7) Sole Voting Power Shares
Shares 20,848,469* *See number 12 below
Beneficially (8) Shared Voting Power
Owned by -0-* *See number 12 below
Each Reporting (9) Sole Dispositive Power
Person 20,848,469* *See number 12 below
With (10) Shared Dispositive Power
-0-* *See number 12 below
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,848,469* *See number 12 below
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
*Excludes an aggregate of 15,756,050 shares owned by the
signatories to a certain Stockholders' Voting Agreement, dated
September 14, 1992, as described more fully in Items 2 and 6 of
Amendment No. 1 and Item 2 of Amendment No. 2.
(13) Percent of Class Represented by Amount in Row (11)
9.55%
(14) Type of Reporting Person (See Instructions)
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 16)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
Nextel Communications, Inc.
Reference is made to the Schedule 13D previously filed on
August 31, 1992 (the "Original 13D") by Comcast Corporation ("Comcast")
relating to Nextel Communications, Inc. (formerly Fleet Call, Inc.) (the
"Company"), as amended by Amendment No. 1 thereto filed on September 23, 1992,
Amendment No. 2 thereto filed on February 24, 1993, Amendment No. 3 thereto
filed on July 28, 1993, Amendment No. 4 thereto filed on March 1, 1994,
Amendment No. 5 thereto filed on March 3, 1994, Amendment No. 6 thereto filed
on July 18, 1994, Amendment No. 7 thereto filed on August 9, 1994, Amendment
No. 8 thereto filed on August 30, 1994, Amendment No. 9 thereto filed on
February 3, 1995, Amendment No. 10 thereto filed on April 7, 1995, Amendment
No. 11 thereto filed on May 2, 1995, Amendment No. 12 thereto filed on May 19,
1995, Amendment No. 13 thereto filed on July 5, 1995, Amendment No. 14 thereto
filed on July 14, 1995 and Amendment No. 15 thereto filed on September 13,
1995 (such Schedule 13D, as so amended, is hereinafter referred to as the
"Schedule 13D"). All capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Schedule 13D.
Item Identity and Background.
Item 2 of the Schedule 13D is hereby supplemented and amended
to include the following information:
Lawrence S. Smith has become Executive Vice President of
Comcast and Kenneth Mikalauskas has become Assistant Treasurer of Comcast.
Item Source and Amount of Funds or Other Consideration.
On February 9, 1996, Comcast FCI, Inc. ("Comcast FCI")
purchased 8,155,506 shares of Class A Common Stock, par value $.001 per share
of the Company (the "Common Stock") at $12.25 per share for a total purchase
price of $99,904,948.50. This purchase (the "Dial Page Anti-Dilution
Purchase") was pursuant to Comcast FCI's rights under Section 1.10 of the
Agreement, as supplemented by the April 1995 Letter Agreement, and was in
connection with the merger of Dial Page, Inc. ("Dial Page") with the Company
(the "Dial Page Merger"). The source of funds for the Dial Page Anti-
Dilution Purchase was available cash on hand provided by working capital.
On October 27, 1995, Comcast acquired 230,000 shares of Common
Stock upon exercise of the February Warrant at an exercise price of $1.75 per
share for a total of $402,500. The source of funds for the exercise of the
February Warrant was available cash on hand provided by working capital.
In addition to the foregoing, Comcast acquired 462,963 shares
of Common Stock in accordance with an Asset Purchase Agreement among Comcast,
the Company and Dispatch Communications of Pennsylvania, Inc., a wholly owned
subsidiary of the Company dated as of July 13, 1995 (the "Asset Purchase
Agreement") (which was contemplated by the January 1995 Amendment) pursuant to
which the Company purchased Comcast's business Philadelphia Mobile
Communications, Inc. ("PMCI") in exchange for such shares on October 16, 1995.
A copy of the Asset Purchase Agreement is attached hereto as Exhibit N and is
incorporated by reference herein.
Item Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 3 above is hereby
incorporated by reference herein.
In accordance with (i) the April 1995 Letter Agreement, (ii)
the letter agreement dated February 9, 1996 among the Company, Comcast and
Comcast FCI (the "Exercise Letter Agreement") and (iii) the amendment to the
Stock Purchase Agreement dated as of February 9, 1996 entered into by Comcast,
Comcast FCI and the Company (the "February 1996 Amendment") concerning, among
other things, certain aspects of the exercise by Comcast FCI of its
anti-dilution rights under Section 1.10 of the Agreement in connection with the
Dial Page Merger, Comcast FCI purchased, in the Dial Page Anti-Dilution
Purchase, shares of Common Stock (as described in Item 3 and the following
paragraph) in exercise of its right to purchase shares of Common Stock in an
amount up to that which would maintain its Fully Diluted Ownership Percentage
(as defined in the Stock Purchase Agreement and as further clarified in the
April 1995 Letter Agreement).
Pursuant to the February 1996 Amendment, the number of shares
of Common Stock subject to Comcast's anti- dilution rights in connection with
the Dial Page Anti- Dilution Purchase included (i) the number of shares of
Common Stock issued by the Company in the Dial Page Merger (as of the closing
of the Dial Page Merger and including shares issued in connection with the
warrant exchange offer made in connection with the Dial Page Merger) plus (ii)
the number of shares of Common Stock issuable pursuant to exercisable stock
options and warrants issued or assumed by the Company in connection with the
Dial Page Merger having an exercise price or conversion price less than the per
share closing sale price of the Common Stock on the last business day
preceding the closing date of the Dial Page Merger. A copy of the Exercise
Letter Agreement and the February 1996 Amendment are attached hereto as
Exhibit O and Exhibit P, respectively, and are incorporated by reference
herein and the foregoing descriptions thereof are qualified in their entirety
by reference to such Exhibits.
Comcast effected the Dial Page Anti-Dilution Purchase, the
exercise of the February Warrant and the acquisition of shares pursuant to the
Asset Purchase Agreement for investment purposes.
Pursuant to its registration rights under the Agreement,
Comcast has requested that to enable Comcast to sell publicly some or all of
the 8,848,469 shares of Common Stock it currently owns (including the shares
received as a result of the Dial Page Anti-Dilution Purchase), the Company
cause to be filed with the Commission, a registration statement on Form S-3
(the "1996 Registration Statement") with respect to such shares. In
accordance with the Agreement, unless the shares covered by the 1996
Registration Statement are sold earlier, the 1996 Registration Statement would
remain effective for up to one year from the date of effectiveness.
Comcast intends to review continually the Company's business
affairs and financial condition, as well as conditions in the securities
markets and general economic and industry conditions. Based on an evaluation
of these and other similar considerations and as consistent with the Agreement
(as it may be further amended or superseded), Comcast will continue to
consider various alternative courses of action and will in the future take
such actions with respect to the Company as it deems appropriate in light of
the circumstances existing from time to time. At the present time, other than
as set forth in the Schedule 13D and herein, Comcast has no specific plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 above is hereby
incorporated by reference herein.
Comcast owns 8,848,469 shares Common Stock. Based upon the
198,150,869 shares of Common Stock the Company informed Comcast were
outstanding as of February 5, 1996 (excluding shares held in treasury), if
Comcast were to exercise in full the portion of the Restated Option
exercisable within 60 days hereof for 12,000,000 shares of Common Stock,
Comcast would own 20,848,469 shares of Common Stock, representing
approximately 9.55% of the outstanding Common Stock (giving effect to such
exercise). Comcast will have the sole power to vote or dispose of all the
shares of Common Stock beneficially owned by Comcast.
Other than as described herein, Comcast has not effected any
transactions in the securities of the Company during the past sixty days, and
Comcast is not aware of any other transactions in such securities by any of its
executive officers or directors within the past sixty days.
Except as amended and supplemented hereby, the information
under Item 5 of the Schedule 13D remains as previously reported.
Item Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and amended
to include the following information:
The information contained in Item 4 is hereby incorporated by
reference herein.
Pursuant to the Asset Purchase Agreement, the Company acquired
PMCI and in exchange therefor issued 462,963 shares of Common Stock to Comcast
FCI. The Asset Purchase Agreement contains customary representations,
covenants and indemnities for transactions of its type. All conditions to
closing were satisfied or waived on or prior to the closing date, October 16,
1995. The 462,963 shares acquired are subject to the registration rights in
the Stock Purchase Agreement (as are the shares acquired in the Dial Page
Anti-Dilution Purchase and the shares acquired through exercise of the
February Warrant). A copy of the Asset Purchase Agreement is attached hereto
as Exhibit N and is hereby incorporated by reference herein and the foregoing
description thereof is qualified in its entirety by reference to such Exhibit.
In accordance with the February 1996 Amendment, Comcast's
anti-dilutive rights under Section 1.10 of the Agreement have been modified to
specify the number of shares of Common Stock (or convertibles securities
exercisable for Common Stock) issued pursuant to any Acquisition Transaction
(as defined in the February 1996 Amendment) occurring after the February 1996
Amendment that would be subject to Comcast's anti-dilutive rights. The
February 1996 Amendment provides that such number of shares would be
determined on the following terms:
(1) The number of Preemptive Shares will be the sum of (i)
those shares of capital stock of the Company, except for warrants, options or
other instruments exercisable or exchangeable for, or convertible into, shares
of Common Stock ("Derivative Securities") issued by the Company in an
Acquisition Transaction and outstanding at the time of such Acquisition
Transaction plus (ii) those shares of capital stock issuable upon the exercise
of all In The Money (as defined in the February 1996 Amendment) Derivative
Securities issued or assumed by the Company in such Acquisition Transaction
and outstanding immediately after the consummation of such Acquisition
Transaction.
(2) All Common Stock acquired by Comcast pursuant to the
exercise of their anti-dilutive rights in connection with any particular
Acquisition Transaction shall be acquired at a uniform per share purchase
price established in accordance with the Stock Purchase Agreement.
(3) For purposes of determining and maintaining the Fully
Diluted Ownership Percentage (as defined in the Stock Purchase Agreement) in
connection with future Acquisition Transactions, Fully Diluted Shares (as
defined in the Stock Purchase Agreement) will exclude shares of Common Stock
not subject to the Comcast anti-dilutive right.
The foregoing description is qualified in its entirety by
reference to the February 1996 Amendment, attached hereto as Exhibit P and
which is incorporated by reference herein.
Item Material to be Filed as Exhibits.(*)
Item 7 of the Statement is hereby amended by adding the
following exhibits:
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been previously
filed with the Commission, have not been restated electronically.
Exhibit N Asset Purchase Agreement, dated as of July 13, 1995 among
Nextel Communications, Inc., Dispatch Communications of
Philadelphia, Inc., Comcast Corporation and Comcast FCI,
Inc.
Exhibit O Letter Agreement (relating to Dial Page Anti- Dilution
Purchase) dated February 9, 1996 among Comcast
Corporation, Comcast FCI, Inc. and Nextel Communications,
Inc.
Exhibit P Amendment dated as of February 9, 1996 to Stock Purchase
Agreement dated September 14, 1992, among Comcast
Corporation, Comcast FCI, Inc. and Nextel Communications,
Inc.
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: February 12, 1996
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Deputy General Counsel
EXHIBIT INDEX(*)
Page Number in
Exhibit Sequentially
Reference Title Numbered Report
N Asset Purchase Agreement, 11
dated as of July 13, 1995
among Nextel Communications,
Inc., Dispatch
Communications of
Philadelphia, Inc., Comcast
Corporation and Comcast FCI,
Inc.
O Letter Agreement (relating 81
to Dial Page Anti-Dilution
Purchase) dated February 9,
1996 among Comcast
Corporation, Comcast FCI,
Inc. and Nextel
Communications, Inc.
P Amendment dated as of 85
February 9, 1996 to Stock
Purchase Agreement dated
September 14, 1992, among
Comcast Corporation, Comcast
FCI, Inc. and Nextel
Communications, Inc.
(*)In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii)
of Regulation S-T, the exhibits referred to herein, which have
been previously filed with the Commission, have not been restated
electronically.
