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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 1996
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19656 36-3939651
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
1505 FARM CREDIT DRIVE, SUITE 100, McLEAN, VIRGINIA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-3000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Nextel Communications, Inc. ("Nextel"), has entered into an agreement of
merger and plan of reorganization dated as of October 2, 1996 with Pittencrieff
Communications, Inc. ("PCI") providing for the merger of PCI with a wholly
owned indirect subsidiary of Nextel. The stockholders of PCI will receive a
maximum of 8,782,403 shares of Nextel Class A Common Stock, subject to certain
adjustments, as a result of the merger. The merger is subject to regulatory
and PCI stockholder approval and customary closing conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
Exhibit No. Exhibit Description
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[S] [C]
99.1 Press Release dated October 3, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: October 3, 1996 By: /s/ Thomas J. Sidman
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Thomas J. Sidman
Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No. Exhibit Description
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<S> <C>
99.1 Press Release dated October 3, 1996.
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Exhibit 99.1
[Logo] Nextel Communications, Inc.
1505 Farm Credit Dr.
McLean, VA 22102
Media:
NEXTEL
Bob Ratliffe 206-828-8686
206-979-4254
Analysts and Investors:
Paul Blalock 703-394-3500
PITTENCRIEFF
Jerry Bradford 915-690-5800
Nextel Improves Position in Southwest Through Acquisition of Pittencrieff
Communications
McLEAN, VA, October 3, 1996 - Nextel Communications, Inc. (NASDAQ: CALL) and
Pittencrieff Communications, Inc. (NASDAQ: PITC ) announced today that the two
companies have reached a definitive agreement providing for an exchange of
stock in a transaction whereby Pittencrieff would become a wholly owned
subsidiary of Nextel, resulting in Nextel's ownership of Pittencrieff's
specialized mobile radio ("SMR") operations, licenses and other assets,
predominantly in the states of Texas, Oklahoma, New Mexico and Arizona.
"The Southwest is an important part of our national network strategy and this
transaction will improve our overall spectrum position in the region. We will
build upon our combined base and implement our recently introduced advanced
digital technology in selected markets in this area in 1997," said Daniel
Akerson, chairman and chief executive officer of Nextel. "Our ability to offer
customers a region wide network throughout the Southwest will allow us to
deliver on the promise this technology holds for mobile workers."
Under terms of the agreement, Nextel will issue a maximum of approximately 8.78
million shares in exchange for approximately 27.8 million fully diluted
Pittencrieff shares. Shares will be exchanged at a basic rate of 1 registered
Nextel share for each 3.17 Pittencrieff shares, subject to certain adjustments.
The total valuation to the Pittencrieff shareholders is capped at $170 million
which would result in a decrease in the number of Nextel shares to be issued to
the Pittencrieff shareholders in the event Nextel's share price exceeds $19.36
as of closing. Based on the closing price of Nextel's shares at the end of
trading on October 2, 1996, the current value of the transaction is $159
million.
"We have long respected Nextel as a leader in the SMR industry," stated Warren
D. Harkins, chairman and chief executive officer of Pittencrieff. "The
combination of these two companies with Pittencrieff's strength in the
Southwest and Nextel's strong position nationwide, will benefit our customers
through expanded coverage and the introduction of Nextel's digital technology.
As a result of the transaction, our shareholders will become owners of a
well-capitalized, fast growing business in the rapidly changing world of
wireless communications."
Pittencrieff, based in Abilene, Texas, currently has approximately 6000 800 MHz
SMR channels covering a total population of over 27 million people. The company
serves approximately 92,000 analog customer units throughout its market area
which generate an average of $2.0 million of monthly service revenue. Upon
completion of the transaction, Nextel will own over 15 MHz of spectrum in
Dallas, Houston, Phoenix, Tulsa and Oklahoma City as well as significant
spectrum positions in Albuquerque, Austin, Beaumont, Corpus Christi, El Paso,
Fort Worth, San Antonio and Tucson.
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Completion of the transaction is subject to the satisfaction of various
conditions contained in the definitive transaction agreements. The transaction
is currently anticipated to close in the first half of 1997. The boards of
directors of both companies have approved the transaction, however, it is
subject to approval of appropriate regulatory bodies as well as the
Pittencrieff shareholders.
Nextel, which recently relocated its headquarters to McLean, Virginia, is the
nation's leading provider of fully integrated wireless communications. Nextel
has the largest geographic footprint of any wireless carrier in the United
States. The company is focused on providing business telecommunications
customers the ability to stay in touch with individuals or groups that are
important to them by using a single handset that goes beyond conventional
cellular by combing the power of voice communication with push-to-talk instant
conferencing, messaging and future data capabilities.
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