<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
Nextel Communications, Inc.
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(Name of Issuer)
Class A Common Stock
--------------------------------------------------------
(Title of Class of Securities)
65332V 10 3
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(CUSIP Number)
Dennis Weibling, Digital Radio, L.L.C.,
2320 Carillon Point, Kirkland, Washington 98033
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (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 five percent or less 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).
(Continued on following page(s))
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CUSIP No. 65332V 10 3 13D Page of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Craig O. McCaw
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
BK
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 64,709,795
Person With --------------------------------------------------
(8) Shared Voting
Power
0
--------------------------------------------------
(9) Sole Dispositive
Power
64,709,795
--------------------------------------------------
(10) Shared Dispositive
Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
64,709,795
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 65332V 10 3 13D Page of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Digital Radio, L.L.C.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
BK
- -------------------------------------------------------------------------------
(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 Washington
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 64,709,795
Person With --------------------------------------------------
(8) Shared Voting
Power
0
--------------------------------------------------
(9) Sole Dispositive
Power
64,709,795
--------------------------------------------------
(10) Shared Dispositive
Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
64,709,795
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 65332V 10 3 13D Page of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Eagle River Investments, L.L.C.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
BK
- -------------------------------------------------------------------------------
(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 Washington
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 64,709,795
Person With --------------------------------------------------
(8) Shared Voting
Power
0
--------------------------------------------------
(9) Sole Dispositive
Power
64,709,795
--------------------------------------------------
(10) Shared Dispositive
Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
64,709,795
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value $.001
per share ("Nextel Common Stock") of Nextel Communications, Inc., a Delaware
corporation, f/k/a ESMR, Inc. ("Nextel"). The principal executive offices of
Nextel are located at 201 Route 17 North, Rutherford, New Jersey 07070.
ITEM 2. IDENTITY AND BACKGROUND
(a),(b),(c) The persons filing this statement are:
(1) Digital Radio, L.L.C., a limited liability company formed under
the laws of the State of Washington ("Digital"). Digital is the direct owner
of the securities of Nextel which are the subject of this statement. The
principal business of Digital is to invest in stock, options, securities,
notes, debentures, bonds of, and other business opportunities associated
with, Nextel. The address for Digital's principal business and principal
office is 2320 Carillon Point, Kirkland, Washington 98033.
(2) Eagle River Investments, L.L.C., a limited liability company
formed under the laws of the State of Washington ("Eagle River"). The
principal business of Eagle River is to build equity value for each of its
members by acquiring, investing, holding, dealing and disposing of
securities, venture opportunities or other investments. Under Digital's
Limited Liability Company Agreement, the exclusive management and control of
Digital, and all decisions regarding the management and affairs of Digital,
are vested with Eagle River as the Manager of Digital. The address of Eagle
River's principal business and principal office is 2320 Carillon Point,
Kirkland, Washington 98033.
(3) Craig O. McCaw, an individual ("Mr. McCaw"), who is the primary
member of, and holder of the majority interest in, Eagle River, and, as a
result, has voting and management control of Digital. Mr. McCaw's present
principal occupation is serving as Chairman of Digital and of Eagle River. In
addition, Mr. McCaw serves as Chairman of Eagle River, Inc., which provides
management and consulting services to Nextel's senior management and Board of
Directors. Mr. McCaw's business address is 2320 Carillon Point, Kirkland,
Washington 98033.
The executive officers of Digital and Eagle River are as follows:
Craig O. McCaw, Chairman; Dennis Weibling, President/Treasurer; Scot Jarvis,
Vice President; and C. James Judson, Vice President, Secretary and General
Counsel. Each of Mr. Weibling, Mr. Jarvis and Mr. Judson serves in the
foregoing capacities as his present principal occupation. The business
address of each of Mr. McCaw, Mr. Weibling, Mr. Jarvis and Mr. Judson
is 2320 Carillon Point, Kirkland, Washington 98033.
(d),(e) During the past five years, none of Digital, Eagle River, Mr.
McCaw or the other above-named executive officers of Digital and Eagle River
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent
<PAGE>
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.
(f) Mr. McCaw, Mr. Weibling, Mr. Jarvis and Mr. Judson are all citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Digital borrowed the funds to acquire the securities which are the
subject of the statement pursuant to (i) that certain Multibank Credit
Agreement dated July 28, 1995 by and among Digital, the Banks signatories
thereto and The Chase Manhattan Bank National Association, as Agent (the
"Credit Agreement"), a copy of which is attached hereto as Exhibit 1,
providing for loans to Digital in the aggregate amount of $350,000,000, and
(ii) a promissory note dated July 28, 1995 issued by Digital to Mr. McCaw in
the principal amount of $10,000,000 (the "Note"), a copy of which is attached
hereto as Exhibit 3. The proceeds of the borrowings under the Credit
Agreement and the Note were used to finance the acquisition of various Nextel
securities on July 28, 1995 and a prior acquisition of Nextel Common Stock by
Digital (which prior acquisition was not previously required to be reported
pursuant to Section 13(d) of the Securities Exchange Act of 1934 or the rules
or regulations thereunder), all as more fully described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
THE ACQUISITION OF THE SECURITIES. Digital acquired the securities
which are the subject of this statement pursuant to (i) a Securities Purchase
Agreement dated as of April 4, 1995 among Nextel, Digital and Mr. McCaw (the
"Securities Purchase Agreement"), a copy of which is attached hereto as
Exhibit 4, and (ii) a Stock Purchase Agreement dated as of April 4, 1995
between Digital and Motorola, Inc. ("Motorola") (the "Motorola Purchase
Agreement"), a copy of which is attached hereto as Exhibit 9. These
transactions, and certain other transactions which also were consummated by
Nextel on July 28, 1995, are described in considerable detail in the
Registration Statement on Form S-4, as amended, of ESMR, Inc. (now known as
Nextel Communications, Inc.) as filed with and declared effective by the SEC
on June 7, 1995 (Registration No. 33-91716), and the Proxy
Statement/Prospectus contained therein. For more detailed information
concerning such transactions and the matters summarized herein, reference is
made to such Registration Statement and the Proxy Statement/Prospectus
contained therein.
Pursuant to the Securities Purchase Agreement, among other things,
Digital purchased from Nextel (1) 1,220,000 shares of Nextel Common Stock on
April 4, 1995 for an aggregate purchase price of $14,945,000 and (2) for an
aggregate purchase price of $300,000,000, an aggregate of 8,163,265 Units
consisting of (a) 8,163,265 shares of Class A Convertible Redeemable Preferred
Stock of Nextel (the "Class A Preferred
<PAGE>
Stock") with a stated value of $36.75 per share, (b) 82 shares of Class B
Convertible Redeemable Preferred Stock of Nextel (the "Class B Preferred
Stock") with a stated value of $1.00 per share, and (c) three separate
options (collectively, the "Nextel Options"), pursuant to which Digital may
purchase, for cash, (i) up to 15 million shares of Nextel Common Stock at any
time until July 28, 1997 for $15.50 per share, (ii) up to an additional 15
million shares of Nextel Common Stock at any time until July 28, 1999 for
$18.50 per share, and (iii) up to an additional 5 million shares of Nextel
Common Stock at any time until July 28, 2001 for $21.50 per share. Copies of
the Nextel Options are attached hereto as Exhibits 5, 6 and 7, respectively.
Under the Securities Purchase Agreement, Digital is entitled to
certain antidilutive rights in connection with public or private issuances of
Nextel Common Stock, or other securities exercisable for or convertible into
shares of Nextel Common Stock (subject to certain exceptions), providing that
Digital may purchase, at the same price sold to the public or in the private
issuance, such number of shares as is necessary in order to maintain
Digital's voting power ownership percentage and its fully diluted ownership
percentage in Nextel as such existed immediately prior to such issuance. Such
anti-dilutive rights expire upon the earlier to occur of the termination of
the Operations Committee of the Nextel Board of Directors (described below)
and April 4, 2001.
In connection with the Securities Purchase Agreement, Nextel
entered into a Management Support Agreement with Eagle River, Inc., a
corporation that is controlled by Mr. McCaw, pursuant to which Eagle River,
Inc. provides management and consulting services on request to the members of
the Nextel Board of Directors, the Operations Committee of the Nextel Board
of Directors, and other members of Nextel senior management. In consideration
of the services to be provided under the Management Support Agreement, Nextel
granted to Eagle River, Inc. an incentive option (the "Incentive Option"),
which provides for the purchase of up to an aggregate of 1 million shares of
Nextel Common Stock at an exercise price of $12.25 per share. The Incentive
Option, which expires on April 4, 2005, vests over a five-year period, and is
exercisable for 400,000 shares of Nextel Common Stock beginning on April 4,
1997 and an additional 200,000 shares in each of the following three years
thereafter. A copy of the Incentive Option is attached hereto as Exhibit 8.
Pursuant to Motorola Purchase Agreement, on July 28, 1995 (a)
Digital purchased from Motorola 4 million shares of Nextel Common Stock for
an aggregate purchase price of $49,000,000 and (b) Motorola granted to
Digital an option (the "Motorola Option") to acquire up to an additional 9
million shares of Nextel Common Stock exercisable in three tranches (i) for
up to 2 million shares at $15.50 per share for the 30 days following July 28,
1997, (ii) for up to an additional 2 million shares at $18.50 per share for
the 30 days following July 28, 1999, and (iii) for up to an additional 5
million shares at $21.50 per share for the 30 days following July 28, 2001.
If any one of the three tranches is not fully exercised, the number of shares
for which the remaining tranche or tranches may be exercised will be reduced.
In addition, subject to certain
<PAGE>
conditions, Motorola agreed to grant to Digital a right of first offer or a
right of first refusal to purchase additional shares of Nextel Common Stock
owned by Motorola.
CONVERSION AND VOTING RIGHTS ASSOCIATED WITH THE CLASS A AND CLASS
B PREFERRED STOCK. The terms of the Class A Preferred Stock and Class B
Preferred Stock are set forth in an amendment to Nextel's Certificate of
Incorporation, which was required to be duly adopted by Nextel and filed with
the Delaware Secretary of State as a condition to the consummation of
Digital's acquisition of the securities pursuant to the Securities Purchase
Agreement. The following is a summary of certain conversion and voting rights
of the holders of shares of Class A and Class B Preferred Stock.
The holders of Class A Preferred Stock have the right at any time
to convert all or any portion of their shares of Class A Preferred Stock into
Nextel Common Stock. In addition, in certain events, all outstanding shares
of Class A Preferred Stock will automatically convert into shares of Nextel
Common Stock. The stated value for each share of Class A Preferred Stock is
$36.75, the conversion price for each share of Nextel Common Stock is equal
to $12.25, and the number of shares of Nextel Common Stock into which the
Class A Preferred Stock is convertible is equal to the Class A Stated Value
plus the amount of any accrued or declared but unpaid dividends, divided by
the conversion price. On such basis, initially each share of Class A
Preferred Stock would convert into three shares of Nextel Common Stock
(24,489,795 shares of Nextel Common Stock in the aggregate).
In certain events, shares of Class A Preferred Stock will be
converted automatically into an equal number of shares of Nextel Class C
Convertible Redeemable Preferred Stock (the "Class C Preferred Stock"). In
particular, to the extent any party who holds a pledge of shares of Class A
Preferred Stock, or a security interest therein, takes title to, sells or
otherwise transfers such shares (the "Collateral Shares"), the Collateral
Shares automatically convert into an equal number of Class C Preferred
Shares. While the Class C Preferred Stock has the same economic terms as the
Class A Preferred Stock, and is convertible to shares of Nextel Common Stock
according to the same formula as the Class A Preferred Stock converts to
Nextel Common Stock, holders of Class C Preferred Stock are not entitled to
any of the corporate governance rights (I.E., Board of Director and
Operations Committee representation rights, as described below) that are
associated with the Class A Preferred Stock.
Each share of Class A Preferred Stock is entitled to a number of
votes equal to the number of shares of Nextel Common Stock into which each
share of Class A Preferred Stock is convertible as of the applicable record
date, on all matters other then the election of directors. The holders of
Class A Preferred Stock are entitled to vote with respect to the election of
directors as described below under "Board of Director and Operations
Committee Representation Rights." Each share of Class C Preferred Stock,
voting together as a single class with the holders of Nextel Common Stock, is
entitled to a number of votes equal to the number of shares of Nextel Common
Stock into which each
<PAGE>
share of Class C Preferred Stock is convertible as of the applicable record
date on all matters as to which the Nextel Common Stock holders are entitled
to vote.
Shares of Class B Preferred Stock are not convertible at the
election of the holder thereof. In certain circumstances, including upon any
transfer of shares of Class B Preferred Stock outside of a group consisting
of Digital and its affiliates that are controlled by or under common control
with Mr. McCaw and have agreed to be bound by the terms of the documents
relating to Digital's investment in Nextel (the "Investor Group") or upon a
change of control of Nextel, each outstanding share of Class B Preferred
Stock will automatically convert into one share of Nextel Common Stock.
The holders of Class B Preferred Stock have no voting rights,
except as required by law or as specifically provided by the terms of
Nextel's amended Certificate of Incorporation. The holders of shares of Class
B Preferred Stock are entitled to one vote per share and are only permitted
to vote separately as a class, and then only on matters on which holders of
shares of Class B Preferred Stock are entitled to vote. The holders of Class
B Preferred Stock are entitled to vote with respect to the election of
directors as described below under "Board of Director and Operations
Committee Representation Rights."
BOARD OF DIRECTOR AND OPERATIONS COMMITTEE REPRESENTATION RIGHTS.
Pursuant to the Securities Purchase Agreement, Digital is entitled to certain
representation rights on the Nextel Board of Directors, which rights are
further reflected in the terms of the Class A Preferred Stock and Class B
Preferred Stock set forth in Nextel's amended Certificate of Incorporation
adopted as a condition to Digital's investment in Nextel. Further, the
Securities Purchase Agreement required that, upon consummation of Digital's
investment, the Nextel Board of Directors appoint an Operations Committee,
initially composed of five members of the Board and a majority of the members
of which are directors elected by Digital. The power and authority of the
Operations Committee is set forth in an amendment to Nextel's By-Laws,
adopted as a further condition to the consummation of Digital's investment
under the Securities Purchase Agreement.
As the holder of 100% of the outstanding shares of Class A
Preferred Stock, Digital is entitled, voting as a separate class, to elect
three directors or 25% of the entire Nextel Board of Directors (rounding up),
whichever is greater (the "Class A Directors"). The Class A Directors may
only be removed (1) by majority vote of the holders of outstanding shares of
Class A Preferred Stock or (2) if an event constituting "Cause" (as defined
in the Securities Purchase Agreement) has occurred with respect to a Class A
Director, and such person has not been removed or replaced within 10 days
following notice of such event, by a majority vote of the Nextel Board of
Directors. So long as shares of Class A Preferred Stock are outstanding,
vacancies with respect to any Class A Director position may be filled only by
majority vote of the shares of the Class A Preferred Stock outstanding or by
vote of the remaining Class A Directors then in office.
<PAGE>
In addition, as the holder of 100% of the outstanding shares of
Class B Preferred Stock, at such time, if any, as the aggregate voting power
ownership percentage (on an as-converted basis) of Digital and the Investor
Group exceeds 25% of Nextel's outstanding voting securities, Digital will be
entitled, voting as a separate class, to designate an additional number of
directors (the "Class B Directors") so that the number of directors (rounded
down to the nearest whole number) who are so designated, together with the
Class A Directors, taken as a percentage of all members of the Nextel Board
of Directors, is equal to the aggregate voting power ownership percentage of
Digital and the Investor Group. So long as any shares of Class B Preferred
Stock are outstanding, the Class B Directors may only be removed (1) by
majority vote of the holders of outstanding shares of Class B Preferred Stock
or (2) if any event constituting "Cause" has occurred with respect to a Class
B Director, and such person has not been removed or replaced within 10 days
following notice of such event, by a majority vote of the Nextel Board.
Vacancies among the Class B Directors may be filled only by majority vote of
the shares of the Class B Preferred Stock outstanding or by vote of the
remaining Class B Directors then in office.
The power and authority of the Operations Committee will consist of
the power to act on matters relating to the deployment of technology
(subject to existing equipment purchase agreements), acquisitions relating to
wireless communications services, the creation and approval of Nextel's
operating and capital expenditures budgets and marketing and strategic plans,
approval of financing transactions relating to the foregoing matters,
endorsement of nominees to the Nextel Board and committees thereof, and the
nomination and oversight of the performance of persons proposed to serve
or serving as the Chief Executive Officer, the Chief Operating Officer and
President of Nextel.
The Nextel Board, by a defined super-majority vote, retains the
power to override actions taken or proposed to be taken by the Operations
Committee, and in certain circumstances to terminate the Operations
Committee, without triggering the obligation to make a liquidated damages
payment, the commencement of dividend accruals with respect to the Class A
Preferred Stock, or the immediate vesting of the Incentive Option as
described below. In addition, the Nextel Board, by a majority vote, may
override actions taken or proposed by the Operations Committee, or terminate
the Operations Committee, although doing so would give rise to a $25,000,000
liquidated damages payment to Digital, the commencement of accrual of a 12%
dividend payable on all outstanding shares of Class A Preferred Stock and the
immediate vesting of the Incentive Option.
On July 28, 1995, upon consummation of the acquisition of the
securities pursuant to the Securities Purchase Agreement, Digital, as the
holder of 100% of the outstanding shares of Class A Preferred Stock, elected
Craig O. McCaw, Dennis Weibling and Scot Jarvis as the initial Class A
Directors. As such, these three individuals also constitute three of the five
members of the Operations Committee.
<PAGE>
The reporting persons have relied on a letter from the NASDAQ Stock
Market, Inc. to Sidney R. Brown of Jones Day Reavis & Pogue dated April 28,
1995, which states that the acquisition by Digital of the securities pursuant
to the Securities Purchase Agreement, and the terms of and rights associated
with such securities, comply with The NASDAQ Stock Market's voting rights
policy and with the recently adopted voting rights provision as detailed in
the SEC Release 34-35121.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Based upon an assumed number of outstanding Nextel Common Stock of
approximately 229 million shares (including the assumed issuance of
shares of Nextel Common Stock upon (i) the complete conversion of all
shares of Class A Preferred Stock owned by Digital (24,489,795 shares
in the aggregate) and (ii) the complete exercise of the Nextel
Options (35,000,000 shares in the aggregate)), the aggregate number
of shares of Nextel Common Stock beneficially owned by each reporting
person covered by this statement is as follows:
Name Number of Shares Percentage
---- ---------------- ----------
Digital Radio, L.L.C. 64,709,795(1) 28.3%
Eagle River Investments, L.L.C. 64,709,795(1) 28.3%
Craig O. McCaw 64,709,795(1) 28.3%
(1) Includes 5,220,000 shares of Nextel Common Stock owned by Digital
and Digital's right to acquire (i) an aggregate of 24,489,795
shares of Nextel Common Stock upon the complete conversion of
8,163,265 shares of Class A Preferred Stock and (ii) an aggregate
of 35,000,000 shares upon the complete exercise of the Nextel
Options.
(b) Pursuant to the terms of Digital's Limited Liability Company Agreement,
the exclusive management and control of Digital, and all decisions
regarding the management and affairs of Digital (including investment
decisions) are vested with Eagle River. Mr. McCaw is the primary member
of, and holder of the majority interest in, Eagle River, and, as a
result, has voting and management control (including with respect to
investment decisions) of Digital.
(c) None.
(d) None.
(e) N/A
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
In connection with the Credit Agreement, and as a condition to the
making of the loans thereunder, Digital was required to pledge to the Agent,
for the benefit of the Banks, as security for the payment of Digital's
obligations thereunder, (i) the 1,220,000 shares of Nextel Common Stock
acquired by Digital from Nextel on April 4, 1995, (ii) the 4,000,000 shares
of Nextel Common Stock acquired by Digital from Motorola on July 28, 1995,
and (iii) the 8,163,265 shares of Class A Preferred Stock acquired by Digital
from Nextel on July 28, 1995, pursuant to a Pledge Agreement dated as of July
28, 1995, a copy of which is attached hereto as Exhibit 2. The Credit
Agreement and the Pledge Agreement contain standard default provisions with
respect to powers over the pledged securities and the proceeds thereof.
Pursuant to the terms of the Class A Preferred Stock, upon any foreclosure
upon any shares of Class A Preferred Stock pledged as Collateral Shares, such
Collateral Shares of Class A Preferred Stock automatically convert into the
same number of shares of Class C Preferred Stock. The terms of the Class C
Preferred Stock do not provide for any of the Board of Director or Operations
Committee representation rights that are associated with the Class A
Preferred Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NO.
1. Credit Agreement, dated as of July 28, 1995, among Digital, the
Banks signatory thereto and The Chase Manhattan Bank, N.A., as
Agent.
2. Pledge Agreement, dated July 28, 1995, issued by Digital in favor
of the Banks.
3. Promissory Note dated July 28, 1995, issued by Digital to Craig
O. McCaw in a principal amount of up to $10,000,000.
4. Securities Purchase Agreement by and among Digital, NEXTEL
Communications, Inc. ("Nextel"), Craig O. McCaw dated as of
April 4, 1995.
5. Option Agreement (First Tranche) between Nextel and Digital dated
as of July 28, 1995.
6. Option Agreement (Second Tranche) between Nextel and Digital
dated as of July 28, 1995.
7. Option Agreement (Third Tranche) between Nextel and Digital dated
as of July 28, 1995.
8. Incentive Option Agreement by and between Nextel and Eagle River,
Inc. dated April 4, 1995.
<PAGE>
9. Stock Purchase Agreement dated as of April 4, 1995, by and between
Digital and Motorola, Inc.
10. Schedule 13D Joint Filing Agreement dated August 4, 1995 by and
among Digital, Eagle River and Craig O. McCaw.
<PAGE>
SIGNATURE
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.
DIGITAL RADIO, L.L.C.
8/4/95 /s/ C. James Judson
- ---------------------------- ---------------------------------
Date C. James Judson
Vice President, General Counsel
and Secretary
Authorized Representative for
Eagle River Investments, L.L.C.
Authorized Representative for
Craig O. McCaw
