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):March 18,1997(March 14, 1997)
NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19656 36-3939651
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 18, 1997, Nextel Communications, Inc. ("Nextel") and Comcast
Corporation ("Comcast") reached agreement regarding the principal terms on which
Unrestricted Subsidiary Finance Company, a wholly-owned subsidiary of Nextel
("USFC"), will purchase from Comcast FCI, Inc., a wholly-owned subsidiary of
Comcast ("CFCI"), CFCI's rights pursuant to the Amended and Restated Option
Agreement dated as of September 11, 1995 between Nextel and CFCI (the "Option
Agreement") for an aggregate purchase price of $25,000,000 in cash. The Option
Agreement, which was entered into in connection with the transactions pursuant
to the Stock Purchase Agreement dated as of September 14, 1992, as previously
amended, among Nextel, Comcast and CFCI (the "Stock Purchase Agreement"),
granted CFCI an option to purchase up to 25,000,000 shares of Nextel's Class A
Common Stock, par value $.001 per share, at an exercise price of $16.00 per
share. It is contemplated that in connection with the purchase of CFCI's rights
under the Option Agreement, certain rights of Comcast and CFCI pursuant to the
Stock Purchase Agreement, including the existing anti-dilutive rights and the
rights relating to the appointment of directors of Nextel, will be terminated.
Closing of the transaction is expected to occur in the near future. The terms of
the agreement were described in a Press Release issued by Nextel on March 18,
1997, a copy of which is attached to this Current Report as Exhibit 20.1, and is
incorporated herein by reference.
On March 14, 1997, Nextel issued a Press Release reporting certain
financial results for the fourth quarter and the 12 months ended December 31,
1996, a copy of which is attached to this Current Report as Exhibit 20.2, and is
incorporated herein by reference.
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
20.1 Press Release issued March 18, 1997.
20.2 Press Release issued March 14, 1997.
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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: March 18, 1997 By: /s/ Thomas J. Sidman
---------------------
Thomas J. Sidman
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Description Page
20.1 Press Release issued March 18, 1997.
20.2 Press Release issued March 14, 1997.
EXHIBIT 20.1
Nextel Communications, Inc.
1505 Farm Credit Drive
McLean, VA 22102
703-394-3000
[LOGO] Media:
Ben Banta (703) 394 - 3573
For Immediate Release Investors/Analysts:
Paul Blalock (703) 394 - 3500
NEXTEL TO REPURCHASE 25 MILLION SHARE OPTION FROM COMCAST
- -- Affiliates of Comcast and Nextel to Conclude $25 Million Option Repurchase --
McLEAN, VA. -- March 18, 1997 - Nextel Communications, Inc. (NASDAQ: NXTL), the
nation's leading provider of all-digital wireless services, today announced that
it had reached a definitive agreement with Comcast Corporation (NASDAQ: CMCSK),
to acquire a previously issued and outstanding option covering twenty-five
million Nextel shares. The terms of this repurchase transaction provide that an
affiliate of Nextel will acquire from an affiliate of Comcast the outstanding
option, which is exercisable for up to 25 million shares of Nextel common stock
at a per share exercise price of $16 on or prior to September 15, 1997, for a
cash purchase price of $25 million. In connection with this transaction,
Comcast's anti-dilutive right to purchase additional shares of Nextel stock and
its right to nominate Board members will be relinquished.
Steven Shindler, Nextel's chief financial officer, commented, "The market's
perception of the Comcast option seemed to have two competing strains - a
potential source of significant new equity funding and a significant potential
equity market overhang. We believe that repurchasing the option from Comcast at
a price comparable to current market valuations of publicly traded Nextel option
contracts is a prudent and strategically desirable course of action. This
transaction will remove the potential dilutive impact associated with any
exercise and resale into the market of option shares representing more than 10%
of Nextel's currently outstanding shares. At the same time, freeing these 25
million shares from this issuance commitment returns to Nextel the ability to
control their placement and gives us much more flexibility in exploring and
structuring potential transactions with others who may wish to acquire strategic
equity positions in Nextel."
Nextel Communications, based in McLean, Virginia, is the nation's largest
provider of all-digital wireless services. Nextel now offers enhanced digital
wireless service in more than 200 cities, making it the largest guaranteed
all-digital network providing commercial service in the U.S. today. To learn
more about Nextel and our services, visit our website at http://www.nextel.com.
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Comcast Corporation is principally engaged in the development, management and
operation of wired telecommunications including cable television and telephone
services; wireless telecommunications including cellular, personal
communications services direct to home satellite television; and content through
principal ownership of QVC, the world's premier electronic retailer and through
majority ownership of Comcast-Spectator and other programming investments. The
Company's consolidated and affiliated operations serve over ten million
customers worldwide.
Comcast's Class A and Class A Special Common Stock are traded on The Nasdaq
Stock Market under the symbols CMCSA and CMCSK, respectively.
# # #
EXHIBIT 20.2
Nextel Communications, Inc.
1505 Farm Credit Drive
McLean, VA 22102
703-394-3000
[LOGO] Media:
Ben Banta (703) 394 - 3573
For Immediate Release Investors/Analysts:
Paul Blalock (703) 394 - 3500
NEXTEL REPORTS 1996 RESULTS
-- Company Sets Growth Records --
McLEAN, Va. - March 14, 1997 - Nextel Communications, Inc. (NASDAQ: NXTL), the
nation's leading provider of all-digital wireless services, today announced
results for the fourth quarter and the 12 months ended December 31, 1996,
including increased revenue, a record number of digital units in service and
strong revenue per digital unit in service.
Dan Akerson, Nextel's chairman and chief executive officer said, "Our progress
is solid. We launched our new national network capabilities, began an aggressive
national advertising campaign and are achieving increasing levels of customer
acceptance. We are changing the way business customers use wireless services by
providing industry-leading innovations like no roaming charges and per-second
billing for cellular calls. Nextel will achieve even stronger growth by offering
the best quality, value and simplicity available in the industry."
Revenues increased 94 percent to $332,938,000 for the 12 months ended December
31, 1996, compared with $171,703,000 for the same period last year. Revenues for
the three months ended December 31, 1996 were $95,961,000, compared with
$60,951,000 for the same period last year. A record number of total wireless
units in service of 1,114,500 were reported as of December 31, 1996, an increase
of 32 percent over the same period last year. Digital units in service increased
253 percent to 300,300 as of December 31, 1996 as compared with last year, while
at the same time the monthly average revenue per digital unit increased 51
percent to $56 per unit.
The net loss for the twelve months ended December 31, 1996, was $556,020,000
($2.50 per share) versus a loss of $331,165,000 ($2.31 per share) for the same
period last year. The net loss for the fourth quarter of 1996 was $158,391,000
($0.70 per share) versus $118,850,000 ($0.62 per share) for the same period last
year and $148,883,000 ($0.66 per share) during the three months ending September
30, 1996. The results for the 12 months ending December 31, 1996, are based upon
the weighted average number of common shares outstanding of 222,779,000 during
the period.
Steve Shindler, Nextel's chief financial officer commented, "Nextel is
exceeding its operational and financial targets. During 1996, we more than
tripled our digital subscribers while increasing the average monthly revenue
from each customer by over 50%. We are ramping up our growth. In
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recent days, we've reduced the price of our handsets to $199, instituted an
industry-leading per second billing policy, and expect to continue to show
impressive performance in these operational and financial areas."
McCaw International Ltd., Nextel's international subsidiary, raised
approximately $500 million gross proceeds in a recently concluded debt financing
transaction to fund its planned digital wireless communication systems buildouts
in several emerging markets including Argentina, Brazil and the Philippines.
"Safe Harbor " Statements under the Private Securities Litigation Reform Act of
1995. A number of the matters and subject areas discussed above that are not
historical or current facts deal with potential future circumstances and
developments. The discussion of such matters and subject areas is generally
qualified by the inherent risks and uncertainties surrounding future
expectations. Nextel has attempted to identify, in context, certain of the
factors that it currently believes may cause actual future experiences and
results to differ from Nextel's current expectations regarding the relevant
matter or subject area. The operation of Nextel's and its affiliates' wireless
communications business may produce actual future circumstances and results that
differ from Nextel's and such affiliates' current expectations regarding such
matters due to the effects of various risks and uncertainties. Such risks and
uncertainties are described in Nextel's periodic and other reports filed from
time to time with the Securities and Exchange Commission, including the
discussion under the heading "Forward Looking Statements" contained in Nextel's
most recent quarterly report on Form 10-Q filed on or about November 14, 1996.
Nextel Communications, Inc., based in McLean, Virginia, is the nation's largest
provider of all-digital wireless services. Nextel now offers enhanced digital
wireless service in over 200 cities making it the largest guaranteed all-digital
network providing commercial service in the U.S. today. To learn more about
Nextel and our services, visit our website at http://www.nextel.com.
-more-
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NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(in thousands, except share and unit data)
Three Months Ended Twelve Months Ended
1995 1996 1995 1996
Revenues $ 60,951 $ 95,961 $ 171,703 $ 332,938
Cost of Service and Analog Equipment Sales
49,175 60,086 151,718 247,717
Selling, General and Administrative
77,074 106,177 193,321 330,256
Expenses Related to Corporate Reorganization
_ _ 17,372 _
Depreciation and Amortization
84,786 109,133 236,178 400,831
Operating Loss
(150,084) (179,435) (426,886) (645,866)
Interest Expense (43,474) (61,971) (115,034) (227,495)
Other (Expense) Income (9,491) (7,233) 10,153 10,149
Income Tax Benefit 84,199 90,248 200,602 307,192
Net Loss $(118,850) $(158,391) $(331,165) $(556,020)
Net Loss Per Share $ (0.62) $ (0.70) $ (2.31) $ (2.50)
Weighted Average Common
Shares Outstanding 193,224,000 227,189,000 143,283,000 222,779,000
SELECTED BALANCE SHEET DATA
December 31,
1995 1996
Cash and Cash Equivalents $ 340,826 $ 139,681
Marketable Securities $ 68,443 $ 5,012
Current Assets $ 504,661 $ 309,097
Property, Plant and Equipment, net $ 1,192,204 $ 1,803,739
Intangible Assets, Net $ 3,549,622 $ 4,076,300
Total Assets $ 5,547,256 $ 6,472,439
Long-Term Debt $ 1,687,829 $ 2,783,041
Stockholders' Equity $ 2,945,141 $ 2,808,138
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OTHER SELECTED DATA
December 31,
1995 1996
Capital Expenditures, net of
capitalized interest of $31,000
and $32,900, respectively $ 388,700 $ 537,100
Units in Service
Analog SMR service 758,000 814,200
Digital Mobile Network servic 85,000 300,300
Total 843,000 1,114,500
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