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 November 4, 1996 (October 28, 1996)
reported): -------------------------------------
NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19656 36-3939651
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1505 Farm Credit Drive, McLean, VA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (703) 394-3000
area code: -------------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Nextel Communications, Inc. ("Nextel") has entered into an agreement and plan of
merger dated October 28, 1996 with Wireless Ventures of Brazil, Inc., an
operator of specialized mobile radio systems in Brazil ("WVB"), providing for
the merger of WVB with a wholly-owned subsidiary of Nextel. WVB is principally
owned by Telcom Ventures, LLC, the indirect majority shareholder of LCC
International, Inc., a wireless-engineering consulting firm. Nextel will issue
$186,300,000 of its Class A Common Stock ("Nextel Common Stock") to the WVB
shareholders in exchange for 81% of the outstanding shares of WVB stock. The
exact number of shares of Nextel Common Stock to be issued to the WVB
shareholders will be determined based on the average closing price of Nextel
Common Stock on the Nasdaq Stock Market during the 20-day trading period
beginning on October 29, 1996. The closing of the transaction is subject to U.S.
regulatory approvals, the approval of the WVB shareholders 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
99.1 - Press release dated October 29, 1996.
<PAGE>
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: November 4, 1996 By: THOMAS J. SIDMAN
---------------------------------
Thomas J. Sidman
Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 - Press release dated October 29, 1996.
Exhibit 99.1
Contact:
NEXTEL
Media
Bob Ratliffe 206-979-4254
Analysts and Investors
Pau1 B1a1ock 703-394-3500
TELCOM
Rahul Prakash or Hal B. Perkins 703-528-8787
Nextel Acquires Brazil's Largest SMR Operator
McCaw International Unit Plans to Deploy iDEN in Latin America's Largest
Economy
McLEAN, Va., Oct. 29 -- Nextel Communications, Inc. (Nasdaq: CALL) today
announced it has reached a definitive agreement to acquire 81 percent of the
stock of Wireless Ventures of Brazil, Inc., the largest specialized mobile
radio (SMR) operator in Brazil, for approximately $186 million in Nextel
stock.
The purchase represents a price of approximately $4 for each of the 60 million
potential customers Nextel may serve. The licensed coverage area includes each
of the top 10 cities in Brazil, which is Latin America's largest economy,
including Sao Paulo, Rio de Janeiro and Belo Horizonte. Brazil reportedly has a
waiting list of 1.5 million people for wireless service.
Wireless Ventures of Brazil, a Virginia corporation, is principally owned by
Telcom Ventures, the indirect majority shareholder of LCC International (Nasdaq:
LCCI), a leading wireless engineering consulting services firm. Telcom Ventures
is owned by the family of Dr. Rajendra Singh and affiliates of the Carlyle
Group. Wireless Ventures and its affiliated companies are the largest SMR
license holders in Brazil, owning or having options to acquire significantly
more than 1,300 channels throughout Brazil in areas where more than 60 million
people live. The closing of the transaction is expected to take place prior to
year end and is contingent upon certain conditions, including obtaining the
necessary U.S. government approvals.
"This is a wonderful opportunity for us to deliver our technology and service
through the Americas," said Daniel Akerson, Nextel's chairman and chief
executive officer. "Brazil is a market that still has major needs for
Telcommunications infrastructure and we believe we can deliver a high-quality
wireless alternative at a competitive price to possibly one of the most
attractive wireless markets in the world. This will anchor our interests in
South America, and when these are combined with Nextel's ownership in both
Canadian and Mexican wireless operators, we will have a remarkable geographic
coverage area."
McCaw International, Ltd., a wholly owned subsidiary of Nextel Communications,
Inc., plans to use Motorola's iDEN (integrated digital enhanced network)
technology in Brazil.
Keith Grinstein, president and chief executive officer of McCaw International,
said, "Brazil is an outstanding opportunity for us and gives us tremendous reach
in South America. We are also pleased to have received a financing commitment
from Motorola for $125 million, which we expect to be sufficient to complete the
initial build-out of the iDEN systems in each of the major cities in Brazil."
The completion of this transaction will provide Nextel and its partners with the
largest wireless reach in the Western Hemisphere. Nextel now owns 800 MHz
licenses covering the continental United States, most of Canada through its
ownership in Clearnet Communications, Inc. (Nasdaq: CLNTF), significant portions
of Mexico through its recently increased ownership in Mobilcom, and in
significant areas of Argentina. Worldwide, Nextel and its partners will have
spectrum holdings in the 800 MHz frequency band with a potential reach of more
than 479 million people.
On an ownership basis, Nextel's prorata share covers more than 358 million
people. The exact number of Nextel shares to be issued to the current Wireless
Ventures of Brazil shareholders will be determined based on the average closing
price of Nextel stock during the 20-day period beginning October 30.
Rahul Prakash, Telcom Ventures vice president of business development,
commented, "This partnership with Nextel in Brazil sets the stage for other
cooperative efforts between out companies."
The Brazilian government has outlined a long-term program that calls for $74
billion of public and private sector investment in the Telcommunications
industry through 2003. According to Latin Trade magazine, "Brazil is easily the
most attractive Telcommunications market in Latin America because of its size
and potential with an economic growth rate expected to be 4 percent to 6 percent
annually through the end of the decade, An insatiable demand on the part of
upper-income Brazilians makes the wireless industry segment particularly
attractive."
Nextel is a global provider of integrated digital wireless systems with the
largest geographic footprint of any wireless provider in the Western Hemisphere.
The company is focused on providing business Telcommunications customers the
ability to stay in touch with wireless services that go beyond cellular by
combining voice communications with instant conferencing, short messaging and
future data capabilities into a single device to maximize productivity, security
and convenience for every customer.
NOTE: Nextel is a trademark of Nextel Communications, Inc. iDEN is a
trademark of Motorola, Inc.
