SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NEXTEL COMMUNICATIONS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
65332V103
(CUSIP Number)
Linda B. Valentine, Esq.
Motorola, Inc.
1303 East Algonquin Road, Schaumburg, IL 60196
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 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 the Rule 13d-1 (b)(3) or (4), check the
following box. [ ]
Check the following box if a fee is being paid with the statement.[ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would after 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.
SCHEDULE 13D
CUSIP NO. 65332V103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
I.R.S. #36-1115800
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
57,188,500 (Includes 17,526,890 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
8. SHARED VOTING POWER
3,511,500 (Includes 303,110 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
9. SOLE DISPOSITIVE POWER
57,188,500 (Includes 17,526,890 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
10. SHARED DISPOSITIVE POWER
3,511,500 (Includes 303,110 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,700,000 (Includes 17,830,000 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7% (Includes 17,830,000 shares of Class B Non-Voting Common Stock which
in certain circumstances are convertible into Class A Common Stock -- see
Item 5)
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 65332V103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola Canada Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC,00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7. SOLE VOTING POWER
8. SHARED VOTING POWER
2,500,000 (See Item 5)
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
2,500,000 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 65332V103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola SMR, Inc.
I.R.S. #13-2993806
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
8. SHARED VOTING POWER
1,011,500 (Includes 303,110 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5.
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
1,011,500 (Includes 303,110 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,011,500 (Includes 303,110 shares of Class B Non-Voting Common Stock
which in certain circumstances are convertible into Class A Common Stock
-- see Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14. TYPE OF REPORTING PERSON
CO
Item 2. Identity and Background
The attached Appendices 1, 2, and 3 which are incorporated by reference, and
amend and replace in their entirety appendices 1, 2, and 3 which were
previously filed as part of the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The following paragraphs hereby amend and replace the 3rd, 5th and 9th
paragraphs, respectively, of Item 3 of the Schedule 13D in their entirety, and
the 8th paragraph of Item 3 of the Schedule 13D should be deleted in its
entirety because the Warrant Amendment was not executed and was reported and
attached as an exhibit in error.
Immediately prior to the Merger, Motorola Canada owned 2,500,000 shares of Old
Nextel Class A Common Stock, par value $.001 per share (the "Old Nextel Class
A Common Stock"), which it received in respect of its transfer to Old Nextel
of its minority equity interest in Clearnet Communications, Inc. (the
"Clearnet Transaction") and Motorola held a warrant exercisable for up to
3,000,000 shares of Old Nextel's Class A Common Stock (the "Warrant") which
Old Nextel granted to Motorola as an inducement to enter into certain
financing agreements in November 1991. The Warrant is exercisable in varying
installments corresponding with the commencement of commercial service in
certain markets and, immediately prior to the Merger, was exercisable for up
to 2,140,000 shares of Old Nextel Class A Common Stock.
As a result of the Recapitalization and the Merger, Motorola beneficially
owned an aggregate of 64,140,000 shares of Nextel Common Stock.
On April 26, 1996 the Warrant became exercisable for an additional 560,000
shares of Nextel Class A Common Stock.
As a result of the foregoing, Motorola currently beneficially owns an
aggregate of 60,700,000 shares of Nextel Common Stock.
Item 5. Interest in Securities of the Issuer
The following paragraphs hereby amend and replace the 1st paragraph and the
note to the 1st paragraph, respectively, of Item 5 of the Schedule 13D, in
their entirety.
(a) - (c) Motorola as of April 26, 1996, is the beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended(the
"Exchange Act")) of 60,700,000 shares of Nextel Class A Common Stock.* As to
such shares, Motorola may be deemed to exercise sole voting and sole
dispositive power with respect to 57,188,500 shares and shared voting and
dispositive power as to 3,511,500 shares (including 17,526,890 and 303,110
shares of Class B Non-Voting Common Stock, respectively, which are convertible
in certain circumstances into Class A Common Stock).
*Motorola's beneficial ownership of Nextel Class A Common Stock consists of
(i) 40,170,000 shares of Nextel Class A Common Stock; (ii) 17,830,000 shares
of New Nextel Class A Common Stock deemed to be outstanding under Rule 13d-
3(d) as a result of Motorola's ownership of 17,830,000 shares of Nextel Class
B Common Stock (which are non-voting and may, under certain circumstances, be
converted by Motorola into shares of Nextel Class A Common Stock on a one-for-
one basis); and (iii) 2,700,000 shares of Nextel Class A Common Stock deemed
to be outstanding under Rule 13d-3(d) of the Exchange act as a result of
Motorola's ownership of the Warrant.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer
The following paragraph hereby amends and replaces the 16th paragraph, of Item
6, of the Schedule 13D, in its entirety.
The foregoing descriptions of the Contribution and Merger Agreement, the
Merger Agreement Amendment, the Motorola Stock Purchase Agreement, the Warrant
and the Registration Rights Agreement are summaries and all statements made in
this Schedule 13D which relate to such agreements are qualified in their
entirety by reference to the complete text of each of the Contribution and
Merger Agreement, the Merger Agreement Amendment, the Motorola Stock Purchase
Agreement, the Warrant and the Registration Rights Agreement, which are
incorporated herein by reference and copies of which are attached as Exhibits
1-5, respectively, and have been renumbered pursuant to the disclosure in Item
7 below.
Item 7. Materials to be Filed as Exhibits
The Warrant Amendment, Exhibit No. 5, to the Schedule 13D should be deleted in
its entirety because the Warrant Amendment was not executed and was reported
and attached as an exhibit in error. Accordingly, Exhibit No. 6 is now
renumbered as Exhibit No. 5, and Exhibit No. 7 is now renumbered as Exhibit
No. 6.
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Motorola, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President
& Chief Financial Officer
Motorola SMR, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Vice President
Motorola Canada Limited
By: /s/ Joyce B. Reed
Name: Joyce B. Reed
Title:Director and Secretary
APPENDIX 1
Executive Officers and Directors of Motorola
Set forth below are the names and present principal occupation or employment
of each executive officer and director of Motorola. Except for the persons
whose business address is set forth below following their occupations, the
business address of each of the persons listed below is the same as that set
forth in Item 2 for Motorola.
Executive Officers:
Present Principal Occupation
Name and Business Address
Gary L. Tooker Vice Chairman of the Board and
Chief Executive Officer
Christopher B. Galvin President and Chief Operating
Officer
Robert W. Galvin Chairman of the Executive
Committee of the Board
Keith J. Bane Executive Vice President, and
Chief Corporate Staff Officer
Arnold S. Brenner Executive Vice President and
General Manager, Japanese
Group; business address:
3102 N. 56th Street,
Phoenix, AZ 85018
Thomas D. George Executive Vice President and
President and General Manager
Semiconductor Products
Sector; business address:
3102 N. 56th Street,
Phoenix, AZ 85018
Glenn A.Gienko Senior Vice President and
Director, Human Resources
Merle L. Gilmore Executive Vice President,
President and General
Manager, Land Mobile Products
Sector; business address:
1301 E. Algonquin Road,
Schaumburg, IL 60196
Robert L. Growney Executive Vice President,
President and General Manager,
Messaging, Information and
Media Sector; business address:
1301 E. Algonquin Road,
Schaumburg, IL 60196
Carl F. Koenemann Executive Vice President
and Chief Financial Officer
James A. Norling Executive Vice President
and President, Motorola Europe,
Middle East and Africa;
business address: 110-120
Bath Road, Slough, Berkshire
England, U.K. S61 3SZ
Edward F. Staiano Executive Vice President,
President and General Manager,
General Systems Sector;
business address: 425 N.
Martingale Drive, 19th Floor,
Schaumburg, IL 60173
Frederick T. Tucker Executive Vice President and
General Manager, Automotive,
Energy and Controls Group;
business address: 4000
Commercial Drive, Northbrook,
IL 60062
Richard H. Weise Senior Vice President and
Secretary
Richard W. Younts Executive Vice President and
Corporate Executive Director,
International-Asia and
Americas
Directors of Motorola (who are not also Executive Officers of Motorola):
William J. Weisz Chairman of Board of Directors
David R. Clare Retired; Four Cherry Lane,
Westfield, NJ 07090
H. Laurance Fuller Chairman of the Board and
Chief Executive Officer,
Amoco Corporation; 200 East
Randolph Drive, Chicago,
IL 60601
John T. Hickey Retired; 423 West 33rd
Street, Sea Island, GA 31561
Anne P. Jones Consultant; 5716 Bent
Branch Road
Bethesda, MD 20816
Donald R. Jones Retired; 1776 Beaver Pond
Road, Inverness, IL 60067
Judy C. Lewent Senior Vice President and
Chief Financial Officer;
Merck & Co., Inc., One Merck
Drive, Whitehouse Station,
NJ 08889
Walter E. Massey President, Morehouse College
830 Westview Drive, SW
Atlanta, GA 30314
John F. Mitchell Vice Chairman of the Board
Thomas J. Murrin Dean of Duquesne
University's School of Business
Administration; Room 405,
Rockwell Hall, 600 Forbes
Avenue, Pittsburgh, PA 15282
John E. Pepper, Jr. Chairman of the Board,
and Chief Executive, Procter
and Gamble Co.; One Procter
and Gamble Plaza, Cincinnati,
OH 45202
Samuel C. Scott III Corporate Vice President of
CPC International, Inc.
(consumer food products);
6500 Archer Road, Summit-Argo,
IL 60501
Gardiner L. Tucker Retired; 13 Quarter Mile Road,
Westport, CT 06880
B. Kenneth West Senior Consultant for Corporate
Governance to Teachers
Insurance and Annuity
Association College Retirement
Equities Fund; Harris Bankcorp,
Inc., P.O. Box 775,
Chicago, IL 60609
Dr. John A. White Dean of Engineering,
Georgia Institute of
Technology, 225 North Avenue,
Atlanta GA 30332
APPENDIX 2
Executive Officers and Directors of Motorola SMR, Inc.
Set forth below are the names and present principal occupation of employment
of each executive officer and director of Motorola SMR, Inc. Except for the
persons whose business address is set forth below following their occupations,
the business address of each of the persons listed below is the same as that
set forth in Item 2 for Motorola, Inc.
Executive Officer:
Present Principal Occupation
Name and Business Address
Joseph B. Vestal Vice President and General
Manager, U.S. Network Services
Division, Land Mobile Product
Sector of Motorola, Inc., and
President and Director of
Motorola SMR, Inc.; business
address: 1301 E. Algonquin
Road, Schaumburg, IL 60196
Eileen P. Wells Director of Finance, Worldwide
Network Services Group, Land
Mobile Products Sector of
Motorola, Inc., and Vice
President of Motorola, SMR,
Inc.; business address: 1301
E. Algonquin Road, Schaumburg,
IL 60196
Carl F. Koenemann Executive Vice President and
Chief Financial Officer of
Motorola, Inc., and Vice
President of Motorola SMR,
Inc.
Richard D. Severns Senior Vice President and
Director Sector Finance, Land
Mobile Products Sector of
Motorola, Inc., and Vice
President and Director
of Motorola SMR, Inc.;
business address: 1301 E.
Algonquin Road, Schaumburg,
IL 60196
Garth L. Milne Senior Vice President and
Treasurer of Motorola, Inc.,
and Treasurer of Motorola SMR,
Inc.
A. Peter Lawson Senior Vice President and
General Counsel of Motorola,
Inc. and Secretary of Motorola
SMR, Inc.
Ray A. Dybala Corporate Vice President and
Director of Taxes of Motorola,
Inc. and Assistant Secretary
of Motorola SMR, Inc.
George Selby Senior Counsel of Motorola,
Inc. and Assistant Secretary
of Motorola SMR, Inc; business
address: 1301 E. Algonquin Road,
Schaumburg, IL 60196.
Directors of Motorola SMR, Inc.
(who are not also Executive Officers of Motorola SMR, Inc.):
Leif G. Soderberg Corporate Vice President and
General Manager, Network Services
and Business Strategies Group,
Land Mobile Products Sector of
Motorola, Inc.; business address:
1301 E. Algonquin Road,
Schaumburg, IL 60196
APPENDIX 3
Executive Officers and Directors of Motorola Canada
Set forth below are the names and present principal occupation or employment
of each executive officer and director of Motorola Canada. Except for the
persons whose business address is set forth below following their occupations,
the business address of each of the persons listed below is the same as that
set forth in Item 2 for Motorola.
Executive Officers (who are also Directors of Motorola Canada):
Present Principal Occupation,
Title at Motorola Canada
Name and Business Address Citizenship
Eric J. Taylor Chairman of the Board and Canadian
President, Regional Director,
Canada & Northeast, Semiconduc-
tor Products Systems, a
division of Motorola Canada
Limited; business address:
4000 Victoria Park Avenue,
North Your, Ontario
M. Robert Motz Vice President and Corporate Canadian
Controller, Motorola Canada
Limited; business address:
4000 Victoria Park Avenue-
Suite 2, North York,
Ontario M2H 3S4
Joyce A. Borden Reed Corporate Counsel and Secre- Canadian
tary, Motorola Canada Limited;
business address: 4000
Victoria Park Avenue-Suite 2,
North Your, Ontario M2H 3S4
Carl F. Koenemann Executive Vice President and American
Chief Financial Officer of
Motorola, Inc., Director and
Assistant Treasurer of
Motorola Canada
Executive Officers (who are not also Directors of Motorola Canada):
Present Principal Occupation,
Title at Motorola Canada
Name and Business Address Citizenship
Garth L. Milne Senior Vice President and American
Treasurer of Motorola,
Inc. and Treasurer of Motorola
Canada
Charles Macleod Leighton Controller and Assistant Canadian
Secretary, Wireless Data
Group, a division of Motorola
Canada Limited;business address:
11411 Number Five
Road, Richmond, B.C. V7A 4Z3
A. Peter Lawson Senior Vice President and American
General Counsel of Motorola,
Inc. and Assistant Secretary
of Motorola Canada Limited
William J. Kuezing Assistant Secretary, Land Canadian
Mobile Products Sector, a
division of Motorola Canada
Limited; business address:
3900 Victoria Park Avenue,
North York, Ontario M2H 2H7
Wendy M. Pitt-Brooke Assistant Secretary, Wireless Canadian
Data Group, a division of
Motorola Canada Limited; business
address: 11411 Number Five
Road, Richmond, B.C. V7A 4Z3
Ray Dybala Corporate Vice President, American
Director of Texas of Motorola,
Inc. and Assistant Secretary
of Motorola Canada
