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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILES PURSUANT TO 13d-1(a) AND
AMENDEMENTS HERETO FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEXTEL COMMUNICATIONS, INC.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
65332V 10 3
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(CUSIP Number)
Bruce R. Lederman
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
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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 subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box:
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 in 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 pages)
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SCHEDULE 13D
CUSIP No. 65332V 10 3
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1 NAME OF REPORTING PERSON
WENDY P. MCCAW
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX 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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7 SOLE VOTING POWER
14,174,937 SHARES
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,174,937 SHARES
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,174,937 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
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14 TYPE OF REPORTING PERSON*
IN
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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 ("Nextel"). The principal executive offices of Nextel are located at
1505 Farm Credit Drive, McLean, Virginia 22102.
ITEM 2 IDENTITY AND BACKGROUND.
(a) This statement is being filed by Wendy P. McCaw (the "Reporting
Person").
(b) The address of the Reporting Person is c/o Lasher Holzappel
Sperry & Ebberson, PLLC; 2600 Two Union Square; 601 Union Street; Seattle, WA
98101-4000; Attn: Earl P. Lasher, III, Esq.
(c) The Reporting Person is a private investor.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, 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) The Reporting Person is a citizen of the United States of
America.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired the securities which are the subject of
this statement pursuant to a marital settlement agreement between Craig O. McCaw
and the Reporting Person relating to the Nextel Common Stock (the "Nextel Shares
Agreement"), as more fully described in Item 4 below.
ITEM 4 PURPOSE OF TRANSACTION.
The Reporting Person acquired the Nextel Common Stock primarily for
investment in connection with her marital settlement, but anticipates making
sales of such stock from time to time as described below.
The Reporting Person intends to review her investment in Nextel from
time to time and, depending upon the price and availability of Nextel Common
Stock, subsequent developments affecting Nextel, Nextel's business and
prospects, other investment and business opportunities available to the
Reporting Person, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may decide to increase or
decrease the size of her investment in Nextel.
Except as described herein and in Item 6 below, the Reporting Person has
no present plan or proposal which relates to, or could result in, any of the
events referred to in paragraphs (a) through (j),
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inclusive, of Item 4 of Schedule 13D. However, subject to the Reporting Person's
obligations under the Nextel Shares Agreement, the Reporting Person will
continue to review the business of Nextel and, depending upon one or more of the
factors referred to above, may in the future propose that Nextel take one or
more of such actions.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) Based upon an assumed number of outstanding Nextel Common Stock
of approximately 243,298,000 shares (excluding treasury shares and including the
assumed issuance of shares of Nextel Common Stock upon the complete exercise of
options convertible into Nextel Common Stock which are presently exercisable or
are exercisable within sixty days of the date hereof (the "Nextel Options")
(4,917,278 shares in the aggregate)), the aggregate number of shares of Nextel
Common Stock beneficially owned by the Reporting Person is as follows:
NAME NUMBER OF SHARES PERCENTAGE
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Reporting Person 14,174,937(1) 5.83%
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(1) Includes 9,257,659 shares of Nextel Common Stock owned by the Reporting
Person and the Reporting Person's right to acquire an aggregate of 4,917,278
shares of Nextel Common Stock upon the complete conversion of the Nextel
Options.
(b) The Reporting Person has sole dispositive and voting power with
respect to the securities beneficially owned by the Reporting Person.
(c) None.
(d) None.
(e) N/A
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On October 10, 1997, the Reporting Person and Craig O. McCaw entered
into the Nextel Shares Agreement, whereby the Reporting Person received the
right to acquire the securities which are the subject of this statement.
Except as set forth herein, the Reporting Person has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of Nextel, including but not limited to
any contracts, arrangements, understandings or relationships concerning the
transfer or voting of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Nextel Shares Agreement between Craig O. McCaw and the
Reporting Person dated as of October 10, 1997.
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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.
Dated: October 20, 1997
/s/ Wendy P. McCaw
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Wendy P. McCaw
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EXHIBIT INDEX
Exhibit 1. Nextel Shares Agreement between Craig O. McCaw and the
Reporting Person dated as of October 10, 1997.
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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
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any such 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 or 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
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Craig O. McCaw Wendy P. McCaw
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