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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13d
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Nextel Communications, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
65332V 103
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(CUSIP Number)
C. James Judson, Digital Radio, L.L.C.,
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2300 Carillon Point, Kirkland, WA 98033
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 10, 1997
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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. / /
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CUSIP No. 13D Page 2
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
CRAIG O. MCCAW
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK
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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
UNITED STATES
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Number of Shares (7) Sole Voting
Beneficially Owned Power 78,308,786
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 78,308,786
--------------------------------------------------
(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
78,308,786
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
27.4%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 13D Page 3
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
DIGITAL RADIO, L.L.C.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK
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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
STATE OF WASHINGTON
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Number of Shares (7) Sole Voting
Beneficially Owned Power 52,908,786
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 52,908,786
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(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
52,908,786
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
20.3%
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(14) Type of Reporting Person*
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 13D Page 4
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
EAGLE RIVER INVESTMENTS, L.L.C.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK
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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
STATE OF WASHINGTON
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Number of Shares (7) Sole Voting
Beneficially Owned Power 52,908,786
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 52,908,786
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(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
52,908,786
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
20.3%
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(14) Type of Reporting Person*
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 13D Page 5
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
OPTION ACQUISITION, L.L.C.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK
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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
STATE OF WASHINGTON
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Number of Shares (7) Sole Voting
Beneficially Owned Power 25,000,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 25,000,000
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(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
9.4%
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(14) Type of Reporting Person*
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This amended statement relates to the Class A Common Stock, par value
$.001 per share ("Nextel Common Stock"), of Nextel Communications, Inc., a
Delaware corporation ("Nextel"). The principal executive offices of Nextel
are located at 1505 Farm Credit Drive, Suite 100, McLean, Virginia 22102.
Capitalized terms which are not defined in this amended statement have the
meanings defined in the original statement filed on August 7, 1995.
ITEM 2. IDENTITY AND BACKGROUND
(a),(b),(c) The persons filing this statement are:
(1) Digital Radio, L.L.C., is a limited liability company formed under the
laws of the State of Washington ("Digital"). Digital is the direct owner of a
portion 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. Eagle River Investments, L.L.C. has the exclusive management and
control of Digital under the terms of its Limited Liability Company Agreement.
The address for Digital's principal business and principal office is 2300
Carillon Point, Kirkland, Washington 98033.
(2) Option Acquisition, L.L.C., is a limited liability company formed
under the laws of the State of Washington ("Option Acquisition"). Option
Acquisition is the direct holder of certain options to acquire the securities
which are the subject of this statement and was formed for the sole purpose of
holding those options. COM Management, Inc. has the exclusive management and
control of Option Acquisition under the terms of its Limited Liability Company
Agreement. The address for Option Acquisition's principal business and
principal office is 2300 Carillon Point, Kirkland, Washington, 98033.
(3) Eagle River Investments, L.L.C., is 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. The address of Eagle River's principal
business and principal office is 2300 Carillon Point, Kirkland, Washington
98033.
(4) Craig O. McCaw, an individual ("Mr. McCaw"), is the controlling
stockholder and director of Eagle River, Inc., and, as a result, has voting
and management control of Eagle River Investments, L.L.C., which in turn has
voting and management control of Digital. He is also the controlling
stockholder and director of COM Management, Inc. and, as a result, also has
voting and management control of Option Acquisition. 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 also
provides management and consulting services to Nextel's senior management and
Board of Directors. Mr. McCaw's business address is 2300 Carillon Point,
Kirkland, Washington 98033.
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The executive officers of Digital, Option Acquisition and Eagle River are
as follows: Craig O. McCaw, Chairman; Dennis Weibling, President/Treasurer;
William A. Hoglund, Vice President and Chief Financial Officer; and C. James
Judson, Vice President, Secretary and General Counsel. Each of Mr. Weibling,
Mr. Hoglund and Mr. Judson serves in the foregoing capacities as his present
principal occupation. The business address of each of Mr. McCaw, Mr. Weibling,
Mr. Hoglund and Mr. Judson is 2300 Carillon Point, Kirkland, Washington 98033.
(d),(e) During the past five years, none of Digital, Option Acquisition,
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 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. Hoglund and Mr. Judson are all citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
The securities reflected in the reduced number of shares reported by this
amended statement were disposed of pursuant to a marital settlement agreement
between Craig O. McCaw and Wendy P. McCaw relating to the Nextel Common Stock
and certain options to acquire Nextel Common Stock (the "Nextel Securities
Agreement").
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The aggregate number of shares of Nextel Common Stock beneficially
owned by each reporting person covered by this amended statement is as follows:
Name Number of Shares(1) Percentage
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Digital Radio, L.L.C. 52,908,786(2) 20.3%
Eagle River Investments, L.L.C. 52,908,786(3) 20.3%
Option Acquisition, L.L.C. 25,000,000(4) 9.4%
Craig O. McCaw 78,308,786(5) 27.4%
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(1) Based on 240,443,604 shares of Nextel Common Stock shares outstanding
on September 30, 1997.
(2) Includes (i) 13,336,187 shares of Nextel Common Stock owned by
Digital, (ii) 24,489,795 shares of Nextel Common Stock upon the
complete conversion of 8,163,265 shares of Class A Preferred Stock,
(iii) 82 shares of Nextel Common Stock upon the complete
conversion of 82 shares of Class B Preferred Stock, and (iv)
15,082,722 shares of Nextel Common Stock upon complete exercise of
the remaining Nextel Options.
(3) Includes (i) 13,336,187 shares of Nextel Common Stock owned by
Digital, (ii) 24,489,795 shares of Nextel Common Stock upon the
complete conversion of 8,163,265 shares of Class A Preferred Stock
owned by Digital, (iii) 82 shares of Nextel Common Stock upon the
complete conversion of 82 shares of Class B Preferred Stock owned by
Digital, and (iv) 15,082,722 shares of Nextel Common Stock upon
complete exercise of the remaining Nextel Options owned by Digital.
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(4) Includes 25,000,000 shares of Nextel Common Stock upon
complete exercise of the New Options owned by Option Acquisition.
(5) Includes (a)(i) 13,336,187 shares of Nextel Common Stock owned by
Digital, (ii) 24,489,795 shares of Nextel Common Stock upon the
complete conversion of 8,163,265 shares of Class A Preferred Stock
owned by Digital, (iii) 82 shares of Nextel Common Stock upon the
complete conversion of 82 shares of Class B Preferred Stock owned by
Digital, (iv) 15,082,722 shares of Nextel Common Stock upon complete
exercise of the remaining Nextel Options owned by Digital, (v)
25,000,000 shares of Nextel Common Stock upon complete exercise of the
New Options owned by Option Acquisition; and (vi) 400,000 shares of
Nextel Common Stock upon complete exercise of options held by Eagle
River, Inc. which became exercisable on April 4, 1997.
(b) Pursuant to the terms of the Limited Liability Company Agreements
of both Digital and Option Acquisition, the exclusive management and control,
and all decisions regarding the management and affairs, of both Digital and
Option Acquisition (including in each case investment decisions) are vested
with Eagle River and COM Management, Inc., respectively. Mr. McCaw is the
primary member of, and holder of the majority interest in, Eagle River and is
the primary stockholder and director of COM Management, Inc. As a result, he
has the voting and management control (including with respect to investment
decisions) of Digital and Option Acquisition.
(c) None.
(d) None.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
On October 10, 1997, Craig O. McCaw and Wendy P. McCaw entered into the
Nextel Securities Agreement pursuant to which the reporting persons disposed
of the securities which are refelcted in the reduced number of shares
reported in this amended statement.
The pledges of Nextel Common Stock pursuant to the Amended Credit
Agreement previously reported remain in effect as of the date of this amended
statement. Under the Nextel Securities Agreement, Wendy P. McCaw has the
right to enter into certain financing arrangements and cause the securities
beneficially owned by her to be distributed to her or sold for her benefit.
Pursuant to an understanding between Craig O. McCaw and Wendy P. McCaw, Wendy
P. McCaw has sole voting power with respect to the Nextel Common Stock
beneficially owned by her.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Nextel Securities Agreement
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.
Dated: October 20, 1997 /s/ C. James Judson
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C. James Judson
Vice President, General Counsel and Secretary
Authorized Representative for
Eagle River Investments, L.L.C.
Authorized Representative for
Option Acquisition, L.L.C.
Authorized Representative for
Craig O. McCaw
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EXHIBIT 1
NEXTEL SECURITIES AGREEMENT
The Parties have, as an integral part of their marital settlement, reached
a settlement of all issues and wish to set forth the essential terms having to
do with the Nextel Communications, Inc. stock and options (collectively, the
"Nextel Securities") owned by the Parties in this Agreement, which will be
binding and enforceable between them. This Agreement shall be effective as of
October 10, 1997.
1. PROPERTY DIVISION. The Parties shall allocate to Wendy P. McCaw
("Wife") 9,257,659 shares of common stock of Nextel, together with the
following options (collectively, the "Nextel Options"):
i. Motorola 1999: 452,207
ii. Nextel 1999: 3,391,553
iii. Motorola 2001: 1,116,990
iv: Nextel 2001: 1,525,725
2. ALLOCATION. The Nextel shares allocated to Wife will be distributed
free of all liens and encumbrances and will be vested in Wife's name.
The Nextel shares shall be freely transferable by Wife, subject to
compliance with the applicable securities and other laws and SEC
regulations, including insider trading rules, and, to the extent
applicable to Wife, Company-established policies and rules relating to
insider trading and non-public information. Except for the
shareholder rights and minority protections in Sections 7 through 9
herein which shall supersede the following provisions, Wife's
ownership of shares in Nextel shall be subject to terms and
restrictions contained in the Stock Purchase Agreement dated April 4,
1995; the Securities Purchase Agreement dated April 4, 1995; the
Amended and Restated Limited Liability Company Agreement of Digital
Radio, L.L.C. ("Digital Radio"); the Multibank Credit Agreement dated
July 28, 1995; the Borrower Pledge Agreement; the Third Party Pledge
Agreements; the Amended and Restated Multibank Credit Agreement dated
July 28, 1997; the First Amendment to Amended and Restated Multibank
Credit Agreement dated August 29, 1997; and the Motorola Drawdown
dated September 3, 1997.
3. CLOSING. The Parties shall use best efforts to transfer stock of
Nextel to Wife by October 31, 1997, subject to the provisions of
Section 6 below.
4. NEXTEL SHARES. As an integral part of the distribution of Nextel
stock from Digital Radio to Eagle River Investments, LLC ("Eagle
River"), Wife agrees to assume and guarantee her proportionate share,
or at least $101,800,581 thereof, of total debt in Digital Radio,
based on the ratio of her deemed ownership of units in Digital Radio
(through Eagle River) to the total units in Digital Radio, or, if such
assumption and guarantee is administratively burdensome, instead to
guarantee an equal amount of new Digital Radio debt replacing and
paying down the existing Digital Radio debt. Wife also agrees to
continue her guarantee of such debt upon transfer of her Nextel shares
to Eagle River and to assume such debt upon the transfer of such
shares to her from Eagle River. Rather than performing as discussed
in the preceding portion of this paragraph, Wife shall have the option
of retaining part or all of her Nextel shares in Eagle River or
Digital Radio as set forth in paragraph 6 below. In such case, the
Parties will discuss a mechanism pursuant to which Wife can require
such stock to be sold by Digital Radio and/or Eagle River with Wife to
bear the tax consequences of any such
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sale, subject to all SEC rules, including insider trading rules and
Company-established policies and rules regarding insider trading and
non-public information.
5. NEXTEL OPTIONS. Wife will receive the benefits of ownership of the
Nextel Options through Digital Radio. The Nextel Options are
exercisable only by Craig O. McCaw ("Husband") or entities he controls
and Husband has represented that ownership cannot be directly
transferred to Wife under the terms of the applicable option
agreements. Since the Nextel Options cannot be transferred, the
Parties intend to enable Wife to have, as closely as possible, the
same rights as she would have had if she directly owned them. Wife
will indemnify Husband against and pay the tax liability arising from
the exercise of the Nextel Options for her benefit, including any tax
costs internal to the entities that actually hold and exercise the
Nextel Options, and Wife will pay all exercise costs of all Nextel
Options.
6. WIFE'S OPTION. Wife shall have the option of retaining part or all of
her Nextel shares in Eagle River and/or Digital Radio on the following
terms and conditions. (Wife's rights as to Nextel Options are as
described in paragraph 5.) The LLC Agreement of Eagle River would be
amended to continue her as a member and to accurately reflect her
separate interest in Nextel. Upon 30 days notice and, notwithstanding
any restrictions to the contrary in the limited liability company
agreements of Eagle River or Digital Radio, Wife would be entitled to
cause Eagle River and/or Digital Radio to distribute Wife's Nextel
stock to her. Any such distribution to her would be free and clear of
all liens and liabilities and Husband will use best efforts to assure
that, after any such distribution, Wife will have those existing
rights that are applicable to Nextel in its present status within
Digital Radio and/or Eagle River. Alternatively, Wife shall have the
right to require Eagle River and/or Digital Radio to sell her
proportionate share of Nextel stock at her sole cost, effort and
expense, and to receive the proceeds therefrom as a distribution, all
subject to applicable securities and other laws and SEC regulations,
and, to the extent applicable to Wife, all Company-established
policies and rules regarding insider trading and non-public
information. Wife will bear the tax consequences of any such sale.
Wife will be able freely to pledge or mortgage her interest in Eagle
River, provided that any such pledgee or mortgagee holder will agree
that, in the event of any foreclosure, the only requirement of Eagle
River is that it distribute to such pledgee or mortgagee holder Wife's
Nextel stock and its only rights with respect to Eagle River will be
to obtain such Nextel stock. The Parties agree that the tax issues
relating to withdrawal of the Nextel stock will be handled in the same
manner as the Parties utilize with respect to other securities being
dealt with as a result of their marital settlement. Prior to
distribution, Wife would have approval rights with respect to any
changes in the Eagle River and/or Digital Radio governing documents
that would adversely effect her Nextel stock. If a majority in
interest of the Eagle River and/or Digital Radio members approves
changes in the Eagle River and/or Digital Radio governing documents,
and Wife disapproves of such changes, and the changes do not
discriminate against her interest and apply uniformly to all other
Eagle River and/or Digital Radio members, then Eagle River and/or
Digital Radio may distribute Wife's Nextel stock to her if she does
not withdraw her disapproval. Wife's rights under this paragraph are
subject to applicable law,
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including securities laws, and to the Nextel documents listed in
paragraph 2 hereof.
7. TAG ALONG. Wife will have tag along rights with respect to Nextel in
connection with any sale or transfer or series of related sales by
Husband or an entity controlled by him of control of Nextel or of 50%
or more of the interest in Nextel owned by him or any of his
controlled entities.
8. REGISTRATION RIGHTS. Wife will not receive any demand registration
rights with respect to Nextel other than those she may otherwise have
by virtue of other agreements. Wife will receive piggyback
registration rights as to any registration in which Husband or any of
his affiliates has a right to register any Nextel shares.
9. INFORMATION RIGHTS. Wife shall, at her option, have the right to
receive the following information from Husband with respect to Nextel
beginning at the earliest of a) 60 days prior to the time they must
exercise any Nextel options, or b) such earlier time as Husband
reaches a decision whether to exercise or c) directs the investigation
of financing alternatives: (i) whether Husband intends to exercise
such Nextel options; and (ii) all of the written information available
to him upon which he has based his decision. Wife will not use any
non-public information given to her pursuant to this paragraph 9 in
connection with publicly purchasing or selling Nextel securities nor
will she improperly disclose such non-public information to third
parties.
10. DISPUTE RESOLUTION. The Parties agree to resolve any disputes under
this Agreement in the same manner as they utilize to resolve other
disputes arising out of their marital settlement.
11. AMENDMENTS, ETC. This Agreement supersedes any and all other prior
understandings or agreements concerning the ownership of the Nextel
Securities. The Parties may in connection with other matters arising
out of the settlement of their marital property, amend, modify of
supplement the terms and provisions of this Agreement, but such
amendments, modifications or supplements shall not be effective unless
set forth in a writing executed by both Parties dated subsequent
hereto.
12. OTHER. This Agreement a) may be specifically enforced, and the
Parties agree that in cases where specific enforcement is feasible, it
will not be urged that a remedy at law is adequate or preferable; b)
is governed by Washington law; c) shall be kept confidential except as
reasonably determined by each party in the ordinary course of
business; d) may be executed in multiple counterparts and by FAX; e)
shall remain in full force and effect in case of the death of either
or both Parties and may be enforced by or against the estate of
either. Each party warrants that he or she has been fully advised by
counsel with respect to this Agreement.
/s/ Craig O. McCaw /s/ Wendy P. McCaw
- --------------------------------- ---------------------------------
Craig O. McCaw Wendy P. McCaw
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