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CUSIP No. 00002 75591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Mobile Systems Incorporated
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
00002 75591
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(CUSIP Number)
Stephen M. Brett, Esq.
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
(303) 267-4800
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 25, 1995
(Date of Event which Requires Filing of this Statement)
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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 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).
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CUSIP No. 00002 75591
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Tele-Communications, Inc.
84 - 1260157
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
Delaware
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Number of (7) Sole Voting Power
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power 2,668,734
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power 2,668,734
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,668,734
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
Does not include any shares beneficially owned by Nextel
Communications, Inc., as to which shares the Reporting Person
expressly disclaims beneficial ownership.
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(13) Percent of Class Represented by Amount in Row (11)
37%
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(14) Type of Reporting Person
HC, CO
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CUSIP No. 00002 75591
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
AMERICAN MOBILE SYSTEMS INCORPORATED
(Commission File No. 0-14002)
------------------------------------------
This Schedule 13D/A (Amendment No. 1) amends, in its entirety (with the
exception of all previously filed exhibits), the following Items to the Schedule
13D filed by Tele-Communications, Inc., a Delaware corporation (the "Reporting
Person") with the Securities and Exchange Commission on August 11, 1994 (as
amended, the "Schedule 13D") in respect of its beneficial ownership of the
Common Stock, par value $.01 per share, of American Mobile Systems Incorporated.
Certain capitalized terms used herein but not otherwise defined herein have the
meanings previously given to them in the Schedule 13D.
ITEM 1. Security and Issuer.
-------------------
The class of equity securities to which this Schedule 13D relates is the
common stock, par value $.01 per share (the "Common Stock"), of American Mobile
Systems Incorporated, a Delaware corporation (the "Issuer" or the "Company"),
which has its principal executive offices at 20920-C Warner Center Lane,
Woodland Hills, California 91367-5002.
ITEM 4. Purpose of Transaction.
----------------------
In connection with an Agreement and Plan of Merger, dated as of April 25,
1995 (the "Merger Agreement"), by and among the Company, Nextel Communications,
Inc., a Delaware corporation ("Nextel"), and Mobile Communications of Florida,
Inc., a Delaware corporation and a wholly owned subsidiary of Nextel, the
Reporting Person entered into a certain letter agreement, dated as of April 25,
1995 (the "Voting Agreement"), with Nextel. The Voting Agreement provides for
the Reporting Person to vote (and grant an irrevocable proxy to Nextel to vote)
its shares of Common Stock in favor of the transactions contemplated by the
Merger Agreement as a result of which the Company will become a wholly owned
subsidiary of Nextel (the "Merger").
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CUSIP No. 00002 75591
Pursuant to the Voting Agreement, the Reporting Person has also agreed, among
other things, (i) not to encourage other stockholders of the Company to vote
against the Merger, abstain from voting with respect to the Merger or attempt to
exercise any statutory appraisal or similar rights in connection with the
Merger; (ii) to vote against any alternative transaction (a "Competing
Transaction") to the Merger except a transaction proposed by Nextel (a
"Qualifying Transaction"); (iii) to vote for any Qualifying Transaction; and
(iv) not to facilitate any Competing Transaction.
The Reporting Person has agreed that it will not sell its shares of Common
Stock during the term of the Voting Agreement, except in certain limited
circumstances (in which case the Reporting Person will be required to offer to
sell such shares to Nextel). The Voting Agreement terminates upon the earliest
to occur of (i) the consummation of the Merger, (ii) the termination of the
Merger Agreement, (iii) the consummation of a Qualifying Transaction, and (iv)
April 25, 1996.
The foregoing description of the Voting Agreement is only a summary of
certain of the terms and provisions thereof and is qualified in its entirety by
the complete text of the Voting Agreement, which has been filed as an exhibit
hereto and is hereby incorporated by reference for all purposes.
Except as described in this Item 4, the Reporting Person does not have any
present plans or proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of the Company, or any
disposition of securities of the Company; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) any changes in the Company's charter, by-
laws, or other instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (viii) any
delisting from a national securities exchange or any loss of authorization for
quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Company; (ix) any
termination of registration pursuant to section 12(g)(4) of the Exchange Act of
a class of equity securities of the Company; or (x) any action similar to any of
those enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to change
its investment intent with respect to the Company at any time in the future. In
reaching any conclusion as to its future course of action, the Reporting Person
will take into consideration various factors, such as the Company's business and
prospects, other developments concerning the Company, other business
opportunities available to the Reporting Person, developments with respect to
the business of the Reporting Person, and general economic and stock market
conditions, including, but not limited to, the market price of the Common Stock
of the Company. The Reporting Person reserves the right, depending on other
relevant factors, to acquire additional shares of Common Stock of the Company in
open market or privately negotiated transactions,
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CUSIP No. 00002 75591
to dispose of all or a portion of its holdings of shares of Common Stock of the
Company or to change its intention with respect to any or all of the matters
referred to in this Item.
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
(a) The Reporting Person beneficially owns 2,668,734 shares of Common
Stock, which represents 37% of the outstanding shares of Common Stock, based
upon the number of outstanding shares of Common Stock reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1994.
(b) As a result of certain provisions of the Voting Agreement, the
Reporting Person may be deemed to share voting power and dispositive power with
Nextel as to the 2,668,734 shares of Common Stock beneficially owned by the
Reporting Person. The information contained in the first, second and third
paragraphs of Item 4 above is hereby incorporated by reference.
(c) Except as otherwise reported herein, neither the Reporting Person nor,
to its knowledge, any of the Schedule I Persons has executed any transactions
with respect to the Common Stock of the Company during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect
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to Securities of the Issuer.
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There are presently no contracts, arrangements, understandings or
relationships among the Reporting Person and other persons with respect to the
Common Stock of the Company, except as disclosed below:
The information contained in the first, second and third paragraphs of
Item 4 above is hereby incorporated by reference.
The Company and Nextel previously entered into a Stock Purchase Agreement,
originally dated as of August 25, 1993 (as amended, the "Stock Purchase
Agreement"), pursuant to which Nextel had agreed to purchase a majority equity
interest in the Company. The Stock Purchase Agreement provides that prior to the
initial closing thereunder Nextel and the Reporting Person will enter into an
agreement pursuant to which Nextel will agree that, for so long as Old TCI
continues to beneficially own more than 5% of the outstanding Common Stock,
Nextel will vote all of the shares of Common Stock beneficially owned by it in
favor of the election of one designee of TCI to the Board of Directors of the
Company. Upon the signing of the Merger Agreement, the Stock Purchase Agreement
was terminated and superseded, subject to the Stock Purchase Agreement being
automatically returned to full force and effect if the Merger Agreement is
terminated in certain circumstances.
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CUSIP No. 00002 75591
ITEM 7. Material to be Filed as Exhibits.
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Exhibit No. Description
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99.1 Letter, dated as of April 25, 1995, from Tele-Communications, Inc.
to Nextel Communications, Inc.
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CUSIP No. 00002 75591
SIGNATURE
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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.
Date: May 3, 1995 TELE-COMMUNICATIONS, INC.
-----------------------
By: /s/ Stephen M. Brett
----------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
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CUSIP No. 00002 75591
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Letter, dated as of April 25, 1995, from Tele-Communications, Inc.
to Nextel Communications, Inc.
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Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
April 25, 1995
NEXTEL Communications, Inc.
201 Route 17 North
Rutherford, New Jersey 07070
Attention: President
(Fax No.: (201) 438-5540)
--------------------------
Re: American Mobile Systems Incorporated
------------------------------------
Gentlemen:
As a condition to negotiating and entering into that certain Agreement
and Plan of Merger, dated as of April 25, 1995 (the " Merger Agreement"), by and
-----------------
among NEXTEL Communications, Inc. ("Nextel") a Delaware corporation, Mobile
Communications of Florida, Inc., a Delaware corporation and a wholly-owned
subsidiary of Nextel, and American Mobile Systems Incorporated (the "Company"),
a Delaware corporation, and to consummate the Merger (as defined in the Merger
Agreement), you have requested that the undersigned, which beneficially owns
2,668,734 shares (the "Shares") of Common Stock, par value $.01 per share, of
the Company (the "Common Stock"), agree with you to take certain actions
described herein in support of the Merger, and the undersigned hereby agrees, as
follows:
As used herein, the term "Shares" also shall mean and include both the
Shares (as defined above) and all other shares of Common Stock as to which the
undersigned (at any time prior to the termination of this letter agreement) is
the beneficial owner and all securities issued or exchanged with respect to any
such Shares upon any reclassification, recapitalization, reorganization, merger,
consolidation, spin-off, stock split, combination, stock or other dividend or
any other change in the Company's capital structure (other than pursuant to the
Merger). The undersigned owns the Shares free of any restriction on voting and
has the right to vote the same free of any encumbrance (other than any general
fiduciary obligation imposed by law).
1. The undersigned hereby revokes any and all proxies and voting
instructions with respect to the Shares previously given by the undersigned and
agrees that, except as otherwise consented to
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2
in writing by you, the undersigned will not grant or give any other proxies or
voting instructions with respect to the Shares, enter into any voting trust or
other arrangement or agreement with respect to the voting of the Shares, or
agree, in any manner, to vote the Shares for or against any proposal submitted
to the stockholders of the Company except in furtherance of the purposes set
forth in paragraph 2 hereof.
2. (a) The undersigned agrees:
(i) to vote the Shares, to the extent entitled to vote, (y) in
favor of the approval of the Merger Agreement and the Merger and (z)
with respect to all other proposals submitted to the stockholders of
the Company which, directly or indirectly, in any way relate to or
affect the Merger, in such manner as you may direct; and
(ii) not to solicit, encourage or recommend to other stockholders
of the Company that (w) they vote their shares of Common Stock or any
other securities of the Company in any contrary manner, (x) they
abstain from voting, or otherwise fail to vote, their shares at all,
(y) they sell, transfer, tender or otherwise dispose of their shares or
(z) they attempt to exercise any statutory appraisal or other similar
rights they may have.
Unless otherwise instructed in writing by you, the undersigned will vote the
Shares (x) against any and all transactions (each a "Competing Transaction") of
any kind (including, without limitation, a merger, consolidation, share
exchange, reclassification, reorganization, recapitalization, sale or
encumbrance of any of the assets of the Company or sale by the Company or any
stockholders of the Company of any shares of its capital stock) proposed by any
person in lieu of or in opposition to the Merger, other than any Competing
Transaction proposed by you or any of your controlled affiliates or to which
either you or any such controlled affiliate is a party and which Competing
Transaction is approved by the Board of Directors of the Company (such a
transaction, a "Qualifying Transaction") and (y) in favor of any such Qualifying
Transaction.
(b) Except with your prior written consent, the undersigned shall
not, and shall not permit any officer, director or attorney, accountant,
investment banker or other agent of the undersigned to, initiate, solicit,
negotiate, encourage, or provide confidential information in order to facilitate
any Competing Transaction.
3. In furtherance of the foregoing, the undersigned is granting to you
or to your designee(s) an irrevocable proxy (which may be in the form annexed or
such other form consistent with the terms hereof and thereof as you specify) to
vote the Shares, to the extent such Shares are entitled to vote, and hereby
specifically agrees not to revoke such proxies granted under any circumstances:
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3
(i) at any and all meetings of stockholders of the Company,
notice of which meetings are given prior to the due and proper
termination of this letter agreement, with respect to matters presented
to the Company's stockholders for vote which, directly or indirectly,
in any way relate to or affect (x) the Merger or the Merger Agreement
or the approval of any thereof (including, without limitation, such
matters which nominally concern proposed amendments of the certificate
of incorporation or the bylaws of the Company, but which may relate to
or have any effect on the Merger or the Merger Agreement or the
approval of any thereof); and (y) any Competing Transaction; or
(ii) with respect to action to be taken by written consent of the
stockholders of the Company which, directly or indirectly, in any way
relates to or affects any of the foregoing, and which consent is
solicited prior to the due and proper termination of this letter
agreement.
4. The undersigned further agrees that except pursuant to the Merger
or a Qualifying Transaction, the undersigned will not, and will not agree to,
sell, assign or transfer, or issue an option or call in respect to, any of the
Shares, or sell short ("against the box" or otherwise) any Shares during the
term of this agreement. Notwithstanding the foregoing, the undersigned may
transfer or sell the Shares if the beneficial ownership of the Shares by the
undersigned would adversely affect its ability, or the ability of any entity in
which it is an investor, to bid for and obtain any personal services
communications license to be auctioned by the FCC commencing in December 1994 (a
"Permitted Transfer"). Prior to effecting a Permitted Transfer, the undersigned
shall first offer the Shares to you in a writing setting forth the same terms
and conditions as the undersigned intends to offer such shares to any proposed
buyer (the "First Offer") and, if you decline to accept such First Offer within
10 days of your receipt of the writing setting forth such First Offer, use its
commercially reasonable efforts to cause the buyer of the Shares to acquire the
Shares only upon assuming the undersigned's obligations with respect to such
Shares under this letter agreement and to execute an irrevocable proxy to you
substantially similar to the irrevocable proxy delivered to you by the
undersigned pursuant to this letter agreement. Subject to the immediately
preceding sentence, the undersigned acknowledges that it shall have a period of
25 days subsequent to the date of your receipt of the writing setting forth the
First Offer to reach a binding written agreement with a proposed buyer setting
forth all of the terms and conditions applicable to any contemplated purchase of
the Shares by such proposed buyer. If such terms and conditions are, in any
material respects, more favorable to the proposed buyer than the terms and
conditions of the relevant First Offer given to you, or if such written
agreement is not entered into within such 25 day period, the undersigned will
not effect any Permitted Transfer of the Shares without first again complying
with the First Offer process set forth above.
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4
5. Any transfer or other distribution by the undersigned of some or
all of the Shares to some or all of its controlled affiliates prior to
consummation of the Merger shall require your prior written consent, which you
agree not to withhold unreasonably; provided that each transferee provides you,
if you so request, with a letter agreement and irrevocable proxies substantially
similar to this letter agreement and the attached proxies and otherwise in form
and substance reasonably satisfactory to you, and with such other assurances as
you may reasonably require.
6. The provisions of this agreement are severable and, if any thereof
are invalid or unenforceable in any jurisdiction, the same and the other
provisions hereof shall not be rendered otherwise invalid or unenforceable.
7. The parties hereto acknowledge and agree that all obligations of
the undersigned hereunder shall be subject to applicable law and that none of
the provisions herein set forth shall be deemed to restrict or limit any
fiduciary duty the undersigned or any of its affiliates may have as a member of
the Board of Directors or executive officer of the Company; provided that no
such duty shall excuse the undersigned from its obligation as a stockholder of
the Company to vote the Shares, to the extent that they may be so voted, as
herein provided and to otherwise comply with the terms and conditions of this
Agreement.
8. (a) This agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger, (ii) the termination of the Merger Agreement
pursuant to Section 11.1 thereof, (iii) the consummation of any Qualifying
Transaction; and (iv) one year after the date hereof;
(b) No amendment of the Merger Agreement to provide for a Qualifying
Transaction shall affect the obligations of the undersigned under this letter
agreement.
(c) The provisions of this letter agreement shall be binding upon and
inure to the benefit of each of you and the undersigned and your and its
respective successors and assigns.
9. This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof. Each of the parties to this letter
agreement hereby irrevocably and unconditionally (a) consents to submit to the
exclusive jurisdiction of the courts of the State of Delaware for any proceeding
arising in connection with this letter agreement (and each such party agrees not
to commence any such proceeding, except in such courts), (b) to the extent such
party is not a resident of the State of Delaware, agrees to appoint an agent in
the State of Delaware as such party's agent for acceptance of legal process in
any such proceeding against such party with the same legal force and validity as
if served upon such party personally within the State of Delaware, and to notify
promptly each other party hereto of the name and address of such agent, (c)
waives any
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5
objection to the laying of venue of any such proceeding in the courts of the
State of Delaware, and (d) waives, and agrees not to plead or to make, any claim
that any such proceeding brought in any court of the State of Delaware has been
brought in an improper or otherwise inconvenient forum.
10. All notices, requests, claims, demands and other communications
hereunder shall be deemed to have been duly given when delivered in person, or
when sent, if sent by telegram, telex or telecopy, or by registered or certified
mail (postage prepaid, return receipt requested) to each of you and to the
undersigned, to the attention of the President of such party, at the address or
facsimile number specified on the first page hereof.
If this letter accurately sets forth our understanding and agreement
with respect to the foregoing matters, please so confirm by signing the
enclosed copy of this letter at the places set forth below and returning it to
us.
Very truly yours,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
------------------------
Name: Stephen M. Brett
------------------------
Title: Executive Vice President
------------------------
Confirmed and Agreed:
NEXTEL COMMUNICATIONS, INC.
By: /s/ Brian D. McAuley
----------------------
Name: Brian D. McAuley
----------------------
Title: President
----------------------
Date: April 25, 1995
----------------------
