UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NEXTEL COMMUNICATIONS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001, PER SHARE
------------------------------------
(Title of Class of Securities)
65332V103
-----------
(CUSIP Number)
CAROL FORSYTE
MOTOROLA, INC.
1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196
(847) 576-5000
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 20, 1999
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP NO. 65332V103
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola, Inc.
I.R.S. #36-1115800
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Incorporation: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
52,583,884 (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
52,583,884 (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
56,095,384 (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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8% (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 (See Instructions)
CO
CUSIP NO. 65332V103
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola Canada Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
WC, 00
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Place of Incorporation: Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,500,000 (See Item 5)
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,500,000 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP NO. 65332V103
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola SMR, Inc.
I.R.S. #13-2993806
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Incorporation: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
-0-
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 POWE
-0-
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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 ("Amendment") relates to the Class A Common
Stock, par value $.001 per share (the "Nextel Class A Common Stock"), of
Nextel Communications, Inc., a Delaware corporation ("Nextel"). The Report
on Schedule 13D filed by Motorola, Inc. dated August 7, 1995, ("Original
Report") as amended by Amendment No. 1 dated May 10, 1996 (hereinafter
collectively referred to as "Motorola Schedule 13D"), is hereby amended and
restated as set forth below.
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value $.001
per share (the "Nextel Class A Common Stock"), of Nextel Communications,
Inc., a Delaware corporation ("Nextel"). Nextel's principal executive
offices are located at 2001 Edmund Halley Drive, Reston, Virginia 20191.
Item 2. Identity and Background
(a) - (c), (f) This statement is being filed by Motorola, Inc., a
Delaware corporation ("Motorola"), Motorola SMR, Inc., a Delaware
corporation and wholly-owned subsidiary of Motorola ("Motorola SMR") and
Motorola Canada, a corporation organized under the laws of Canada and a
wholly-owned subsidiary of Motorola ("Motorola Canada").
Motorola's principal executive offices are located at 1303 East
Algonquin Road, Schaumburg, IL 60196. Motorola is a global leader in
providing integrated communications solutions and embedded electronic
solutions. These include: (i) software-enhanced wireless telephone, two-
way radio, messaging and satellite communications products and systems, as
well as networking and Internet-access products, for consumers, network
operators, and commercial, government and industrial customers; (ii)
embedded semiconductor solutions for customers in the consumer, networking
and computing, transportation and wireless communications markets; and
(iii) embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer and consumer markets.
The names, business addresses and present principal occupations of the
directors and executive officers of Motorola are set forth in the attached
Appendix 1, which is incorporated herein by reference. To the best of
Motorola's knowledge, all directors and executive officers of Motorola are
citizens of the United States.
Motorola SMR is a wholly-owned subsidiary of Motorola which
contributed its assets to Nextel in conjunction with the Merger (as defined
in Item 3) and is now engaged in no business other than holding shares of
Nextel Common Stock (as defined in Item 3). Motorola SMR's executive
offices are located at 110 East 59th Street, New York, NY 10022. The name,
business address and present principal occupation of each of its executive
officers and directors are set forth in Appendix 2 hereto. To the best of
Motorola SMR's knowledge, all directors and executive officers of Motorola
SMR are citizens of the United States, unless otherwise noted.
Motorola Canada is a wholly-owned subsidiary of Motorola and is
principally engaged in the communications and electronics businesses in
Canada. Motorola Canada's executive offices are located at 3900 Victoria
Park Avenue, North York, Ontario M2H 3H7. The name, business address,
present principal occupation and citizenship of each of its executive
officers and directors are set forth in Appendix 3 hereto.
(d) - (e) None of Motorola, Motorola SMR, Motorola Canada or, to the
best of Motorola's, Motorola SMR's and Motorola Canada's knowledge, any of
the directors or executive officers listed on Appendices 1 through 3 has
been, during the last five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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
On July 28, 1995, pursuant to an Agreement and Plan of Contribution
and Merger, dated August 4, 1994 (as amended, the "Contribution and Merger
Agreement"), NEXTEL Communications, Inc., a Delaware corporation ("Old
Nextel"), merged (the "Merger") with and into ESMR, Inc., a Delaware
corporation ("ESMR"), which, until the Merger, was a wholly-owned
subsidiary of Motorola. ESMR, as the surviving corporation, was renamed
Nextel Communications, Inc. (herein referred to as "Nextel"), ceased to be
a wholly-owned subsidiary of Motorola and became a publicly traded company.
In connection with the Merger, Motorola contributed its 800 MHz
specialized mobile radio ("SMR") communications business to ESMR.
Immediately prior to the closing of the Merger (the "Closing"), an amended
and restated certificate of incorporation of ESMR was filed with the
Secretary of State of Delaware, which, among other things, recapitalized,
by means of a stock split, the outstanding shares of ESMR common stock into
an aggregate of 41,670,000 shares of ESMR Class A Common Stock, par value
$.001 per share (the "ESMR Class A Common Stock") and 17,830,000 shares of
ESMR Class B Non-Voting Common Stock, par value $.001 per share (the "ESMR
Class B Common Stock") (the "Recapitalization").
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") pursuant to a Warrant Agreement (the "Warrant
Agreement") which Old Nextel granted to Motorola as an inducement to enter
into certain financing agreements in November 1991. The Warrant became
exercisable in varying installments corresponding with the commencement of
commercial service in certain markets and, immediately prior to the Merger,
the Warrant was exercisable for up to 2,140,000 shares of Old Nextel Class
A Common Stock.
In the Merger, ESMR, as the surviving corporation was renamed Nextel
and each share of ESMR Class A Common Stock and ESMR Class B Common Stock
remained outstanding and from and after the Merger represents one such
share of common stock of Nextel. In the Merger, each share of Old Nextel
Class A Common Stock, and Old Nextel Class B Non-Voting Common Stock, par
value $.001 per share, was converted into one share of Nextel Class A
Common Stock or Nextel Class B Non-Voting Common Stock, par value $.001 per
share (the "Nextel Class B Common Stock" and, together with the Nextel
Class A Common Stock, the "Nextel Common Stock"), respectively.
As a result of the Recapitalization and the Merger, on the date of the
Merger, Motorola beneficially owned an aggregate of 64,140,000 shares of
Nextel Common Stock (including 2,140,000 shares of Nextel Class A Common
Stock which were exercisable under the Warrant and 4,000,000 shares of
Nextel Class A Common Stock which were immediately sold as described
below).
Old Nextel entered into a Securities Purchase Agreement, dated as of
April 4, 1995 (the "Securities Purchase Agreement"), with Craig O. McCaw
and Digital Radio, L.L.C., a Washington limited liability company
("Investor"), which is affiliated with and controlled by Mr. McCaw. The
Securities Purchase Agreement provided for, among other things, an equity
investment by Investor (the "Equity Investment") in Old Nextel. Nextel, as
the surviving corporation in the Merger, succeeded to the obligations of
Old Nextel under the Securities Purchase Agreement.
In connection with the Securities Purchase Agreement, Investor and
Motorola entered into a Stock Purchase Agreement, dated as of April 4, 1995
(the "Motorola Stock Purchase Agreement"), pursuant to which Motorola,
immediately following the closing of the Merger, sold 4,000,000 shares of
Nextel Class A Common Stock to Investor for $49,000,000.
Pursuant to an amendment ("Amendment") to the Warrant Agreement, dated
as of April 26, 1996, Motorola assigned the right to purchase 110,000
shares of Nextel Class A Common Stock which were exercisable under the
Warrant to unaffiliated third parties. The Amendment also gave Motorola
the option to extend the exercise period of any installment of the Warrant
for an additional two years so that the Warrant would expire five years
from the date of commencement of commercial service with respect to such
installment. The Warrant became fully vested on June 30, 1997, giving
Motorola the right to purchase a total of 2,890,000 shares of Nextel Class
A Common Stock ("Warrant Shares") at an exercise price of $15 per share. On
March 6, 1997 and July 17, 1997, Motorola exercised its right to extend the
expiration dates for 2,590,000 and 300,000 Warrant Shares, respectively.
On April 30, 1999, Motorola purchased the Warrant Shares for a total
exercise price of $43,350,000 with funds from its working capital.
On April 30, 1999, Motorola also exercised with funds from its working
capital a warrant for 5,384 shares of Nextel Class A Common Stock at $18
per share. The warrant was originally granted to Motorola by CenCall
Communications Corp. on August 17, 1993 for 5,000 shares of CenCall
Communications Corp. Common Stock at $19 per share and became exercisable
for Nextel Class A Common Stock upon the merger of CenCall Communications
Corp. into Nextel in July 1995.
Item 4. Purpose of Transaction
(a) - (j) The Merger had the effect of combining the SMR
communications business conducted by Motorola in the continental United
States with Nextel's SMR communications business. Motorola believes that
the establishment of a strong, nationwide, standardized enhanced SMR
wireless communications system will assist Motorola in realizing the value
of its SMR assets. In addition, one of Motorola's objectives is to act
primarily as a supplier of equipment and technology and not as a provider
of SMR communication services.
On July 20, 1999 Motorola commenced its previously announced plan to
sell (the "Sale Plan") 2,800,000 shares of Nextel Class A Common Stock
during the third quarter of 1999. The Sale Plan was implemented primarily
in order to return Motorola's total ownership interest in Nextel to the
level it was before it purchased the Warrant Shares on April 30, 1999, as
described in Item 3 above.
As more fully described in Item 6 below, the Contribution and Merger
Agreement set forth, among other things, certain transfer restrictions,
anti-dilutive rights and a stand-still agreement with respect to Motorola's
shares of Nextel Common Stock, many of which terminated upon consummation
of the Equity Investment.
Except in connection with the transactions contemplated by the
Contribution and Merger Agreement, the Motorola Stock Purchase Agreement
and the Sale Plan as described above and in Item 6 hereof, none of
Motorola, Motorola SMR or Motorola Canada has current plans or proposals
which relate to or would result in any of the events described in Items (a)
through (j) of Item 4 of the Schedule 13D. Each of Motorola, Motorola SMR
and Motorola Canada does, however, expect to evaluate on an ongoing basis
its intentions with respect to Nextel and may determine to pursue one or
more of the actions specified in Items (a) through (j).
Each of Motorola, Motorola SMR and Motorola Canada may acquire
additional shares of Nextel Common Stock or sell or otherwise dispose of
any or all of the shares of Nextel Common Stock it owns. Each of Motorola,
Motorola SMR and Motorola Canada reserves the right to change its plans and
intentions at any time and to take any action, with respect to Nextel or
any of its debt or equity securities, in any manner permitted by law.
Item 5. Interest in Securities of the Issuer
(a) - (c) Assuming the completion of its Sale Plan, as of the date
hereof, Motorola is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
56,095,384 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 52,583,884 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 SMR is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of 1,011,500 shares of Nextel Class A Common Stock. As
to such shares (which includes 303,110 shares of Class B Non-Voting Common
Stock which are convertible in certain circumstances into Class A Common
Stock), Motorola SMR may be deemed to exercise shared voting and
dispositive power.
Motorola Canada is the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of 2,500,000 shares of Nextel Class A Common Stock.
As to such shares, Motorola Canada may be deemed to exercise shared voting
and dispositive power.
None of Motorola, Motorola SMR, Motorola Canada, or any of the
individuals in Appendices 1 through 3 has had any transactions in Nextel
Class A Common Stock during the past 60 days except the transactions
contemplated by the Sale Plan.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Contribution and Merger Agreement set forth minimum requirements
with respect to the number of channels ("SMR Channels") comprised of SMR
licenses granted by the Federal Communications Commission ("SMR Licenses")
which were to be delivered by Motorola to ESMR in conjunction with the
Merger. Pursuant to the Contribution and Merger Agreement, 445,736 shares
of Nextel Common Stock attributable to the shortfall in SMR Channels
delivered were deemed "restricted shares" (subject to cancellation in
certain events), such number being determined based upon assigned values
pursuant to the Contribution and Merger Agreement.
Motorola could vote and retain any ordinary dividends with respect to
restricted shares of Nextel Common Stock. Motorola, however, could not
sell, pledge or otherwise transfer such shares except in connection with
certain extraordinary transactions. The consideration received with
respect to restricted shares pursuant to a permitted transfer, as well as
any extraordinary dividends received with respect to such shares, had to be
held by Motorola, together with accrued interest, for the account of the
person who ultimately retains such shares, or to whom such shares are
returned for cancellation, in each case in accordance with the SMR Channel
delivery procedures discussed below.
Motorola was required to deliver monthly SMR Channel delivery status
statements, and the restrictions were lifted with respect to a number of
shares of Nextel Common Stock to reflect that month's reduction in the
shortfall amount. A final accounting was to be made on the first
anniversary of the Closing of the Merger. To the extent that there had
remained a shortfall in SMR Channels delivered by such first anniversary,
such SMR Channels were to be reassigned to Motorola, and Motorola would
have had to return shares to Nextel for cancellation to reflect the
remaining shortfall unless the parties had agreed to waive such provision.
In such case, Nextel could have accepted the SMR Channels in question and
assumed the risk that delivery would not be ultimately accomplished, and
Motorola would have retained such shares free of all restrictions. There
was no short fall in SMR channels delivered and Motorola was not required
to return any shares of Nextel Common Stock to Nextel.
Pursuant to the Contribution and Merger Agreement Motorola would have
had the right (the "Anti-Dilutive Right"), until July 28, 1998, in the
event of proposed public or private issuances of Nextel Common Stock, to
purchase, at the same price sold to the public or in the private issuance,
such number of shares as was necessary to maintain its percentage ownership
of the outstanding shares of voting securities of Nextel.
The Contribution and Merger Agreement also set forth certain
standstill provisions (the "Standstill Agreement") which, until July 28,
1998, would have prohibited Motorola from acquiring any shares of Nextel
Common Stock if such acquisition would have resulted in its percentage
ownership of shares of Nextel Common Stock to exceed the percentage of
Nextel Common Stock it owned immediately following the Closing.
In addition, the Contribution and Merger Agreement also would have,
until July 28, 1997, prohibited the transfer by Motorola of its shares of
Nextel Common Stock (the "Transfer Restrictions"), subject to certain
exceptions including transfers to affiliates, transfers to certain
identified transferees, transfers pursuant to a tender offer, merger,
recapitalization or other similar extraordinary transaction, and transfers
of up to 25% and 50% of such shares until July 28, 1996 and July 28, 1997,
respectively.
The Anti-Dilutive Right, Standstill Agreement and Transfer
Restrictions terminated upon consummation of the Equity Investment.
The Contribution and Merger Agreement provides that until the earlier
of the fifth anniversary of the Closing or such time as Motorola owns less
than 7.5% of the fully diluted shares of Nextel Common Stock, Nextel may
not grant superior governance rights (in the form of any supermajority
voting or consent rights as a stockholder or director or disproportionate
representation on the Nextel Board of Directors (the "Nextel Board"), or
otherwise) ("Superior Governance Rights") to any third party (a "Strategic
Investor") unless certain conditions are met, including that an offer be
made to purchase a portion of the Nextel Common Stock owned by Motorola.
In connection with the Securities Purchase Agreement Nextel and Motorola
entered into an amendment, dated as of April 4, 1995, to the Contribution
and Merger Agreement (the "Merger Agreement Amendment"). Pursuant thereto,
Motorola and Nextel have acknowledged that Investor, for purposes of the
Contribution and Merger Agreement, will be considered a Strategic Investor.
Motorola has agreed, however, to waive it's right to receive an offer to
purchase its shares in connection with the Equity Investment.
In addition, as long as Motorola owns 5% of the outstanding shares of
Nextel Common Stock, Motorola will have the right to nominate two members
for election to the Nextel Board. Keith Bane, Executive Vice President and
President of the Americas Region of Motorola, was first elected to the
Nextel Board on July 31, 1995 and continues to serve on the Nextel Board.
In the event of a transfer of shares of Nextel Common Stock by Motorola,
one transferee of at least 5% of the outstanding shares of Nextel Common
Stock, designated by Motorola and approved by Nextel (whose consent will
not be unreasonably withheld), will have the right (so long as such
transferee owns at least 5% of the outstanding shares of Nextel Common
Stock) to nominate one person to the Nextel Board.
Pursuant to the Merger Agreement Amendment, Motorola has agreed with
Nextel to support the decisions and recommendations of the five-member
Operations Committee of the Nextel Board (the "Operations Committee")
contemplated by the Securities Purchase Agreement. The Operations
Committee will have the authority to formulate key aspects of Nextel's
business strategy, including decisions relating to the technology used by
Nextel (subject to existing equipment purchase agreements), acquisitions,
operating and capital budgets, marketing and strategic plans, approval of
financing plans and endorsement of nominees to the Nextel Board and
committees thereof, as well as nomination and oversight of certain
executive officers. Motorola has agreed to vote the shares of Nextel Common
Stock held by it accordingly, subject to (1) the right of any Motorola-
designated Nextel directors to vote in a manner consistent with their
fiduciary duties and (2) to the right of Motorola to vote its shares as it
determines necessary with respect to issues that conflict with Motorola's
corporate ethics or that present conflicts of interest, or in order to
protect the value or marketability of the shares of Nextel Common Stock
held by it.
Also in connection with the Securities Purchase Agreement, Nextel and
Motorola entered into a second amendment to their existing equipment
purchase agreement (the "Second Equipment Agreement Amendment").
The Second Equipment Agreement Amendment limited Nextel's ability,
prior to October 1, 1997 without Motorola's consent, to deploy a "Switch in
Technology" (as defined therein). Since October 1, 1997, Nextel may not
implement a Switch in Technology unless (1) Nextel determines that the
equipment fails to meet certain performance specifications established in
the Second Equipment Agreement Amendment which failure materially adversely
affects the commercial viability of the technology to provide reliable
services as intended by Motorola and Nextel, and Motorola does not cure
such failure within six months after receiving notice thereof or (2)
Nextel, the Investor or certain affiliates of the Investor offer to acquire
the remainder of Motorola's shares of Nextel Common Stock at a per share
price of at least 110% of the average of the closing prices of the Nextel
Common Stock over the 30 trading days preceding the public announcement by
Nextel of the decision to implement a Switch in Technology.
Also in connection with the Securities Purchase Agreement, Motorola
granted Investor an option (the "Investor/Motorola Option") to purchase up
to an additional 9,000,000 shares of Nextel Common Stock over a six-year
period. The Investor/Motorola Option was exercisable for up to 2,000,000
shares of Nextel Class A Common Stock at $15.50 per share during the 30-day
period following July 28, 1997 (the "Motorola First Tranche"), is
exercisable for up to an additional 2,000,000 shares at $18.50 per share
during the 30-day period following July 28, 1999 (the "Motorola Second
Tranche") and will be exercisable for up to 5,000,000 shares at $21.50 per
share during the 30-day period following July 28, 2001 (the "Motorola Third
Tranche"). The Investor exercised its option to purchase the Motorola
First Tranche in full on August 25, 1997. It is expected that the Investor
will exercise its option to purchase the Motorola Second Tranche in full
during the third quarter of 1999. In the event the Motorola Second Tranche
is exercised for only a portion of the shares covered thereby, the number
of shares purchasable in the Motorola Third Tranche will be reduced to the
percentage of the Motorola Second Tranche actually purchased. In addition,
subject to certain limitations, Motorola has granted Investor a right of
first refusal to purchase shares of Nextel Common Stock owned by Motorola.
Motorola and Nextel have entered into a registration rights agreement
dated July 28, 1995 (the "Motorola Registration Rights Agreement") pursuant
to which Motorola has been granted certain registration rights with respect
to all or part of the shares of Nextel Common Stock which Motorola acquired
as a result of the transactions contemplated by the Contribution and Merger
Agreement.
In addition, immediately prior to the Merger the Nextel Board adopted
a resolution exempting Motorola, Investor, Comcast and their respective
affiliates from the applicability of Section 203 of the Delaware General
Corporation Law.
The foregoing descriptions of the Contribution and Merger Agreement,
the Merger Agreement Amendment, the Motorola Stock Purchase Agreement, the
Warrant Agreement, the Warrant Agreement Amendment and the Registration
Rights Agreement are summaries and all statements made in this Schedule
13D, as amended, 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 Agreement, the Warrant Agreement Amendment
and the Registration Rights Agreement, which are incorporated herein by
reference and copies of which were previously filed or are attached as
described below in Item. 7.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
1. Contribution and Merger Agreement*
2. Merger Agreement Amendment*
3. Motorola Stock Purchase Agreement*
4. Warrant Agreement*
5. Registration Rights Agreement*
6. Joint Filing Agreement, dated August 4, 1995 among Motorola,
Motorola
SMR and Motorola Canada with respect to joint filing of Schedule
13D*
7. Amendment to Warrant Agreement
*These exhibits were previously filed as exhibits to the Original Report,
are not being refiled with this report and are not required pursuant to
Rule 13d-2(e) under the Exchange Act to be restated electronically.
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
and Chief Financial Officer
Motorola SMR, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: President
Motorola Canada Limited
By: /s/ Garth L. Milne
Name: Garth L. Milne
Title: Treasurer
Assuming the completion of the Sale Plan, Motorola's beneficial
ownership of Nextel Class A Common Stock consists of (i) 38,265,384 shares
of Nextel Class A Common Stock and (ii) 17,830,000 shares of 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).
\\S-il01-law\IL01-Law\Securities Group\SEC Company Folder\ 13
Company Folder\Nextel\Nextel 1999\Nextel 13D-A 7-21-99.doc
Amendment dated as of April 26, 1996 to
Warrant Agreement dated as of November 1, 1991 by and between
Motorola, Inc. and Nextel Communications, Inc. (f/k/a Fleet Call, Inc.)
This Amendment ("Amendment") is entered into as of this 26th day of
April, 1996 by and among Motorola, Inc., a Delaware corporation with
offices at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 (hereinafter
"Motorola," which term shall also mean, where the context requires,
Motorola subsidiaries), Nextel Communications, Inc., a Delaware corporation
with its principal place of business at 201 Route 17 North, Rutherford, New
Jersey 07070 (hereinafter "Nextel" or the "Company"), Van Kampen Merritt
Prime Rate Income Trust ("Van Kampen"), Nomura Securities International,
Inc. ("Nomura"), Applied Telecommunications Technologies, Inc. ("ATTI"),
Estate of Peter C. Zeytoonjian ("Zeytoonjian"), Bruce W. Everitt
("Everitt") and Frank W. Haydu, III ("Haydu," and together with Van Kampen,
Nomura, ATTI, Zeytoonjian and Everitt, collectively referred to herein as
the "Warrant Assignees").
WHEREAS, Motorola and Nextel have previously entered into a Warrant
Agreement dated as of November 1, 1991 (the "Warrant Agreement"), pursuant
to which Nextel granted to Motorola warrants for the purchase of its Class
A common stock, par value $0.001 per share (the "Common Stock"), pursuant
to the terms set forth therein;
WHEREAS, Motorola has agreed to assign a portion of the warrants
granted to it by Nextel under the Warrant Agreement to the Warrant
Assignees and desires to obtain Nextel's consent to such assignment;
WHEREAS, the Company consents to the assignment of warrants to the
Warrant Assignees as provided herein;
WHEREAS, Motorola and the Company desire to confirm the dates of
Commercial Service of the Los Angeles, San Francisco and Chicago Systems,
which also constitute the dates of vesting of the warrants relating to each
such system;
WHEREAS, the Warrant Assignees agree to be bound by the terms of the
Warrant Agreement by signing this Amendment and the accompanying
Certificate of Investor; and
WHEREAS, capitalized terms used herein without definition shall have
the meanings ascribed thereto in the Warrant Agreement;
NOW THEREFORE, in consideration of the premises, and other goods and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged the parties hereby agrees as follows:
1. Nextel previously granted to Motorola warrants to purchase
3,000,000 shares of Common Stock of Nextel ("Warrant Shares") in the
amounts and becoming exercisable as described in the Warrant Agreement.
(The 3,000,000 shares were increased from 300,000 following the
effectiveness of a 10:1 stock split. All amounts of Warrant Shares set
forth reflect the 10:1 stock split).
2. Of the warrants for 700,000 Warrant Shares relating to the Los
Angeles System, Motorola hereby assigns warrants for an aggregate of
110,000 Warrant Shares to the Warrant Assignees as follows:
(a) Van Kampen: 60,000 Warrant Shares;
(b) Nomura: 30,833 Warrant Shares;
(c) ATTI: 2,313 Warrant Shares;
(d) Zeytoonjian 6,552 Warrant Shares;
(e) Everitt: 6,552 Warrant Shares; and
(f) Haydu: 3,750 Warrant Shares.
The Company hereby acknowledges such assignment and agrees to issue
warrant certificates to each Warrant Assignee for the respective number of
Warrant Shares set forth above and to issue a replacement warrant
certificate to Motorola for the 590,000 Warrant Shares retained by
Motorola, each warrant certificate to be in the form set forth in Exhibit A
hereto, concurrently with the execution of this Amendment.
3. The Company hereby acknowledges that all of the warrants relating
to the Los Angeles system vested on October 1, 1994 following first
Commercial Service of the System for Los Angeles. The Company further
acknowledges that the warrants relating to the San Francisco system (which
warrants have not been transferred by Motorola), likewise vested on October
1, 1994 following first Commercial Service of the System for San Francisco,
and the warrants relating to the Chicago system (which warrants have not
been transferred by Motorola), vested on October 10, 1994, following first
Commercial Service of the System for Chicago. Finally, the Company
acknowledges that the warrants relating to the New York system (which
warrants have not been transferred by Motorola) vested on December 20, 1995
following first Commercial Service of the System for New York.
4. The Company and Motorola acknowledge that the registration rights
provisions of the Warrant Agreement have been superseded and replaced in
their entirety by the registration rights provisions of that certain
Registration Rights Agreement dated July 28, 1995 between Nextel and
Motorola (the "Registration Rights Agreement"). The Company and Motorola
further agree that the registration rights set forth in Section 2 of the
Registration Rights Agreement with respect to the Registrable Securities
(as defined in the Registration Rights Agreement) issuable upon exercise of
the warrants covered by this Agreement are not transferable by Motorola;
provided however that with respect to the warrants transferred to the
Warrant Assignees, the Piggyback Registration rights pursuant to Section
2.1 of the Registration Rights Agreement shall be transferred to the
Warrant Assignees.
5. The definition of "Holder" as used in the Warrant Agreement is
hereby amended to include all of the Warrant Assignees, as fully as if they
were originally parties to the Warrant Agreement, and each of such Warrant
Assignees, by executing this Amendment in the spaces provided below, agrees
to be bound by the terms of the Warrant Agreement in all respects as if
such Warrant Assignee had executed the Warrant Agreement, except that:
(a) the warrant amounts and vesting provisions set
forth in Section 1 of the Warrant Agreement shall
not apply to the Warrant Assignees and shall apply
only to Motorola;
(b) the Warrant Assignees shall have no Requested
Registration rights pursuant to Section 2.2 of the
Registration Rights Agreement; and
(c) the Piggyback Registration rights pursuant to Section
2.1 of the Registration Rights Agreement are not
transferable by the Warrant Assignees.
6. Whenever any notice is to be given to a Holder in accordance with
the terms of the Warrant Agreement or the Registration Rights Agreement,
such notice shall be given to Motorola and to the Warrant Assignees at the
addresses provided below their respective signatures in this Amendment or
at such address as the Warrant Assignees shall provide to the Company in
writing, in each case in accordance with the terms of the Registration
Rights Agreement.
7. Motorola may, at its option, extend the exercise period of any
warrant issued pursuant to the Warrant Agreement and outstanding as of the
date of this Amendment by delivering a written notice of extension
("Extension Notice") to the Company no later than the expiration date and
time for the exercise of such warrant. Motorola may extend the exercise
period of any such warrant for an additional two years (to begin at the
expiration date of the warrant), so that such warrant shall expire five
years from the date of first Commercial Service for the Area to which such
warrant relates. Upon receipt of an Extension Notice in substantially the
form set forth in Exhibit B hereto, the Company shall deliver to the Holder
of the respective warrant a replacement warrant reflecting the extended
exercise period. The rights set forth in this Section 7 shall be
exercisable solely by Motorola and shall not be assignable or transferable
by Motorola.
8. The Warrant Agreement, as amended by this Amendment, and the
warrant certificates constitute the entire understanding of the parties
with respect to the subject matter of the Warrant Shares and supersedes all
prior discussions, agreements and representations, whether oral or written,
and whether or not executed by Motorola and Nextel.
9. It is understood and agreed that the new warrant certificates being
issued concurrently with this Amendment replace the warrant certificates
issued to Motorola by Nextel pursuant to the Warrant Agreement and that the
original warrant certificates shall be returned by Motorola to Nextel
simultaneously with the delivery of the new warrant certificates. It is
further understood that the warrant certificates for the warrants that have
not yet vested will be issuable to Motorola upon first Commercial Service
of the remaining systems, pursuant to the terms of the Warrant Agreement.
10. Nothing herein contained shall in any way alter, waive, annul,
vary or affect any terms, conditions or provisions of the Warrant
Agreement, except as specifically provided herein or in the Certificate of
Investor, it being the intent of the parties hereto that all of the terms,
conditions, and provision of the Warrant Agreement shall continue in full
force and effect, except as hereby amended.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly executed officers
or representatives as of the day and year first above written.
MOTOROLA, INC. NEXTEL COMMUNICATIONS, INC.
By:________________________ By: _________________________
Name: ________________ Name: ________________
Title: _______________ Title: _______________
NOMURA SECURITIES VAN KAMPEN MERRITT
INTERNATIONAL, INC. PRIME RATE INCOME TRUST
By:________________________ By:__________________________
Name:_________________ Name:________________
Title:________________ Title:_______________
Address: Address:
2 World Financial Center - Bldg. 8 One Parkview Plaza
New York, NY 10281-1198 Oakbrook Terrace, Illinois 60181
Attention: Jeffrey W. Maillet
APPLIED TELECOMMUNICATIONS ESTATE OF PETER C. ZEYTOONJIAN
TECHNOLOGIES, INC.
By:_______________________ By:________________________
Name:________________ Name:_______________
Title:_______________ Title:______________
Address: Address:
20 William Street c/o Vivian Zeytoonjian, Executrix
Wellesley, MA 02181 of the Estate of Peter C.
Zeytoonjian
10 Raleigh Road
Dover, MA 02030
_________________________ ___________________________
FRANK W. HAYDU, III BRUCE W. EVERITT
Address: Address:
P.O. Box 514 17 Glen Oak Drive
Dover, MA 02030 Wayland, MA 01178
EXHIBIT A
to Amendment to Warrant Agreement by and among
Nextel Communications, Inc., Motorola, Inc., Van Kampen Merritt Prime Rate
Income Trust, Nomura Securities International, Inc.,
Applied Telecommunications Technologies, Inc., Estate of Peter
C. Zeytoonjian, Bruce W. Everitt and Frank W. Haydu, III
FORM OF WARRANT CERTIFICATES
[FORM OF WARRANT CERTIFICATES FOR L.A. SYSTEM]
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OF THE UNITED STATES OF AMERICA. SUCH SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED.
Identifying number: W-LA
Warrant date: _______, 1996
WARRANT FOR COMMON STOCK
THIS CERTIFIES THAT for value received, ---, the registered holder
hereof (the "Holder"), is the owner of this Warrant, which entitles the
Holder to purchase, subject to the provisions set forth below, ---, fully-
paid and nonassessable shares ("Warrant Shares") of Class A Common Stock,
$0.001 par value (the "Common Stock") (for an exercise price and subject to
adjustments as determined in accordance with the Warrant Agreement referred
to below), of Nextel Communications, Inc., a Delaware corporation (the
"Company").
The Terms and Conditions governing this Warrant and the rights of the
Holder are set forth in the Warrant Agreement dated as of November 1, 1991
by and between Motorola, Inc. and the Company, as amended by the Amendment
to the Warrant Agreement dated as of ---, 1996 by and among the Company,
Motorola, Inc. and the Warrant Assignees named therein, which Terms and
Conditions are hereby incorporated herein by reference.
The Warrant issued hereunder is a portion of the Warrants pertaining
to the Los Angeles System, and is exercisable until 5:00 P.M. (New York
time) on October 1, 1997.
This Warrant, together with other Warrants issued concurrently
herewith, replaces the Warrant dated November 1, 1991, previously issued by
the Company to Motorola, Inc.
IN WITNESS WHEREOF, the company has caused this Warrant to be signed
by it Vice President and attested to by its Assistant Secretary.
NEXTEL COMMUNICATIONS, INC.
By:________________________
Name:
Title: Vice President
Attest:
_____________________________
Name:
Title: Assistant Secretary
EXHIBIT B
to Amendment to Warrant Agreement by and among
Nextel Communications, Inc., Motorola, Inc., Van Kampen Merritt Prime Rate
Income Trust, Nomura Securities International, Inc.,
Applied Telecommunications Technologies, Inc., Estate of Peter
C. Zeytoonjian, Bruce W. Everitt and Frank W. Haydu, III
FORM OF EXTENSION NOTICE
[FORM OF EXTENSION NOTICE]
Pursuant to Section 7 of the Amendment dated as of April 19, 1996 to
the Warrant Agreement dated as of November 1, 1991 by and between Motorola,
Inc. and Nextel Communications, Inc. (f/k/a Fleet Call, Inc.), Motorola,
Inc. hereby extends the exercise period of Warrant Number ______ relating
to the _______ system for an additional two-year period, so that such
warrant shall expire five years from the date of first Commercial Service
of the System for __________ and shall be exercisable until 5:00 P.M. (New
York time) on _______________.
Date: ____________________ MOTOROLA, INC.
By: _________________________
Name:____________________
Title:___________________
1
APPENDIX 1
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA
The following table sets forth the name, business address, and
principal occupation or employment at the present time for each
director and executive officer of Motorola. Unless otherwise noted,
each such person is a citizen of the United States. In addition, unless
otherwise noted, each such person's business address is 1303 East
Algonquin Road, Schaumburg, Illinois 60196.
DIRECTORS OF MOTOROLA, INC.
Gary L. Tooker....Vice Chairman of the Board of Directors of Motorola,
Inc.
Christopher B. Galvin....Chairman of the Board and Chief Executive
Officer, Motorola, Inc. since June 1999.
Robert W. Galvin....Chairman of the Executive Committee, Motorola, Inc.
Robert L. Growney....President and Chief Operating Officer, Motorola,
Inc.
Ronnie C. Chan....Chairman, Hang Lung Development Group. His business
address is: Hang Lung Development Company Limited, 28/F Standard
Chartered Bank Building, 4 Des Voeux Road Central, Hong Kong.
H. Laurance Fuller....Co-Chairman, BP Amoco, p.l.c. His business
address is: BP Amoco, p.l.c., 200 East Randolph Street, Chicago, IL
60601.
Anne P. Jones....Consultant. Her business address is: 5716 Bent Branch
Road, Bethesda, MD 20816.
Donald R. Jones....Retired; formerly Chief Financial Officer, Motorola,
Inc. His business address is: 1776 Beaver Pond Road, Inverness, IL
60067.
Judy C. Lewent....Senior Vice President and Chief Financial Officer,
Merck & Co., Inc. Her business address is: Merck & Co., Inc., One Merck
Drive, Whitehouse Station, NJ 08889.
Dr. Walter E. Massey....President of Morehouse College. His business
address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA
30314.
Nicholas Negroponte....Director of Media Laboratory of Massachusetts
Institute of Technology. His business address is: Massachusetts
Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA
02139.
John E. Pepper, Jr....Chairman of the Board, Procter & Gamble Co. His
business address is: Procter & Gamble Co., One Procter & Gamble Plaza,
Cincinnati, OH 45202.
Samuel C. Scott III....President and Chief Operating Officer, Corn
Products International. His business address is: CPC International,
Inc. 6500 Archer Road, Summit-Argo, IL 60501.
B. Kenneth West....Senior Consultant for Corporate Governance to
Teachers Insurance and Annuity Association-College Retirement Equities
Fund. His business address is: Harris Bankcorp, Inc. P.O. Box 775,
Chicago, IL 60609.
Dr. John A. White....Chancellor, University of Arkansas. His business
address is: University of Arkansas, 425 Administration Building,
Fayetteville, AR 72701.
EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)
Keith J. Bane....Executive Vice President and President, Americas
Region.
Robert L. Barnett....Executive Vice President and President,
Commercial, Government and Industrial Solutions Sector, Communications
Enterprise.
Arnold S. Brenner....Executive Vice President and President, Global
Government Relations and Standards.
Glenn A. Gienko....Executive Vice President and Motorola Director of
Human Resources.
Merle L. Gilmore....Executive Vice President and President,
Communications Enterprise.
Joseph M. Guglielmi....Executive Vice President and President,
Integrated Electronic Systems Sector.
Bo Hedfors....Executive Vice President and President, Network Solutions
Sector, Communications Enterprise.
Carl F. Koenemann....Executive Vice President and Chief Financial
Officer.
Ferdinand C. Kuznik....Executive Vice President and Presdient, Motorola
Europe, Middle East, and Africa.
A. Peter Lawson....Executive Vice President, General Counsel and
Secretary.
James A. Norling....Executive Vice President and President, Personal
Communications Sector, Communications Enterprise and Deputy to the
Chief Executive Office.
Hector Ruiz....Executive Vice President and President, Semiconductor
Products Sector.
C. D. Tam....Executive Vice President and President, Asia Pacific
Region.
Frederick T. Tucker....Executive Vice President and Deputy to the Chief
Executive Office.
Richard W. Younts....Executive Vice President and Senior Advisor on
Asian Affairs.
APPENDIX 2
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
MOTOROLA SMR, INC.
The following table sets forth the name, business address, and
principal occupation or employment at the present time for each
director and executive officer of Motorola SMR, Inc. Unless otherwise
noted, each such person is a citizen of the United States. In addition,
unless otherwise noted, each such person's business address is 1303
East Algonquin Road, Schaumburg, Illinois 60196.
DIRECTORS OF MOTOROLA SMR, INC.
Carl F. Koenemann....President of Motorola SMR, Inc. Executive Vice
President and Chief Financial Officer of Motorola, Inc.
Steve P. Earhart....Vice President of SMR, Inc. Senior Vice President
and Corporate Director of Finance of Motorola, Inc.
Garth L. Milne....Treasurer of SMR, Inc. Senior Vice President and
Treasurer of Motorola, Inc.
EXECUTIVE OFFICERS OF MOTOROLA SMR, INC.
(WHO ARE NOT ALSO DIRECTORS OF MOTOROLA SMR, INC.)
A. Peter Lawson....Secretary of SMR, Inc. Executive Vice President,
General Counsel and Secretary of Motorola, Inc.
APPENDIX 3
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
MOTOROLA CANADA LIMITED
The following table sets forth the name, business address, and
principal occupation or employment at the present time for each
director and executive officer of Motorola Canada Limited. To the best
of Motorola Canada Limited's knowledge, the citizenship of the
directors and executive officers is as listed below. In addition,
unless otherwise noted, each such person's business address is 1303
East Algonquin Road, Schaumburg, Illinois 60196.
DIRECTORS OF MOTOROLA CANADA LIMITED
Micheline Bouchard....Chairman of the Board, President and Chief
Executive Officer of Motorola Canada Limited. Her business address is:
3900 Victoria Park Avenue, North York, Ontario, M2H-3H7. Citizenship:
Canadian
Martin R. Motz....Vice President and Corporate Controller of Motorola
Canada Limited. His business address is: 3900 Victoria Park Avenue,
North York, Ontario, M2H-3H7. Citizenship: Canadian
Paul A. Rode....Assistant Treasurer of Motorola Canada Limited.
Corporate Vice President and Director of Finance, Americas Region of
Motorola, Inc. Citizenship: American
EXECUTIVE OFFICERS OF MOTOROLA CANADA LIMITED
(WHO ARE NOT ALSO DIRECTORS OF MOTOROLA CANADA LIMITED)
Garth L. Milne....Treasurer of Motorola Canada Limited. Senior Vice
President and Treasurer of Motorola, Inc. Citizenship: American
