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):
August 18, 1998 (August 13, 1998)
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1505 Farm Credit Drive, Suite 100, McLean, VA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-3000
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On August 13, 1998 Nextel Communications, Inc. ("Nextel") and other
equity investors, including Motorola, Inc., affiliates of Mr. Craig McCaw and
Donaldson Lufkin & Jenerette announced an agreement with Nextel Partners, Inc.
("NPI") to build and operate an integrated digital wireless communications
network utilizing frequencies licensed to Nextel, the Nextel name and Motorola's
iDEN(R) technology in mid-size and small markets throughout the United States
that are not presently built out or are in the early statges of build-out by
Nextel. Such development is described in more detail in a press release
attached hereto as Exhibit 99.1. Except as to discussions of factual or
historical matters discussed therein, this press release contains forward
looking statements, which are subject to a number of risks and uncertainties
that could cause actual results in the future to differ materially from those
projected or assumed. Such risks and uncertainties include failure to reach
agreement on or to enter into final definitive documentation, inability to
conclude satisfactory debt financing for NPI and other risks detailed from time
to time in Nextel's periodic reports filed with the Securities and Exchange
Commission, including those set forth in Nextel's most recent Form 10-Q Report
for the period ended June 30, 1998, filed on August 14, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
(c) Exhibits.
Exhibit No. Exhibit Description
99.1 - Press Release dated August 13, 1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: August 17, 1998 By:/s/THOMAS J. SIDMAN
Thomas J. Sidman
Vice President and General
Counsel
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release dated August 13, 1998
NEXTEL COMMUNICATIONS, INC.
[LOGO] 1505 Farm Credit Drive
McLean, VA 22102
703 394-3000
For Immediate Release Media Contacts:
Nextel: Ben Banta (703) 394-3573
Eagle River/Nextel Partners: Bob Ratliffe (425) 828-8686
or (206) 979-4254
Investor Contact:
Nextel: Paul Blalock (703) 394-3500
Nextel Expands National Network Through Agreement
With Nextel Partners, Inc.
McLEAN, Va., August 13, 1998 -- Nextel Communications, Inc. (NASDAQ: NXTL)
along with other equity investors including Craig McCaw's Eagle River
Investments, Motorola and affiliates of DLJ Merchant Banking Partners II, an
affiliate of Donaldson, Lufkin & Jenrette (DLJ) announced their agreement with
Nextel Partners, Inc. to build and operate an integrated digital wireless
communications network utilizing frequencies licensed to Nextel, the Nextel
name, and Motorola's iDEN(R) technology in mid-size and small markets throughout
the United States that are not presently built out or are in the early stages
of build-out by Nextel.
"This program allows Nextel to focus its domestic efforts on optimizing
operations in larger U.S. markets and to accelerate, through the Nextel
Partners organization, the build-out of mid-size and small markets and many
rural areas fulfilling Nextel's objective of expanding our system coverage to
substantially all markets in the United States," said Dan Akerson, Nextel's
chairman and chief executive officer.
Nextel Partners is a newly formed company established by John Chapple and other
former executives of McCaw Cellular Communications, Inc., various private
equity investors and Nextel Communications, Inc. Nextel Partners has assembled
a senior management team with significant experience in the telecommunications
industry. John Chapple, Chief Executive Officer, has nearly twenty years
experience in the wireless communications and cable television industries. His
experience included serving, from 1988 to 1995, as Executive Vice President for
McCaw Cellular Communications and subsequently AT&T Wireless Services following
the merger of those companies.
Nextel Partners will be financed and operated separately from Nextel and expects
to operate its digital networks pursuant to Nextel standards to ensure a
consistent customer experience throughout the country. The company plans to
provide service in markets encompassing a population of approximately 39 million
people, including: Buffalo, Rochester, Syracuse, Albany, Binghamton, Scranton,
Harrisburg, Lancaster, Roanoke, Louisville, Lexington, Montgomery, Mobile,
Macon, Columbus (GA), Pensacola, Tallahassee, Shreveport, Beaumont, Waco,
Little Rock, Peoria, Green Bay, Des Moines, Omaha, Lincoln, Boise, Corpus
Christi, and Honolulu. Build-out of these key markets is expected to occur over
a three-year period.
"We are very enthusiastic about this technology and our ability to deliver
these markets to the Nextel National Network," said John Chapple, chief
executive officer of Nextel Partners, Inc. "Our team is experienced in
constructing and operating wireless telecommunications systems. We will move
quickly and aggressively to add coverage and customers in areas of the country
that have not yet experienced the advantages of iDEN technology. The
entrepreneurial spirit of our company, combined with the superb people, brand
and network of a national company like Nextel, can only lead to future success.
We are excited to be a part of it."
Nextel will obtain an approximate 35% fully diluted ownership interest in Nextel
Partners. In addition, Nextel will receive approximately $100 million for
expenditures and start-up costs that have been incurred by Nextel in the markets
to be served by Nextel Partners in preparation for launch of service in the near
future. Cash equity investments expected to be received by Nextel Partners
include $125 million from DLJ Merchant Banking and its affiliated funds and
$30 million from Eagle River, the investment firm owned by Craig McCaw. In
addition, Motorola has committed to invest $25 million in the form of iDEN
infrastructure equipment. These commitments are subject to a number of
conditions including final definitive documentation and completing satisfactory
debt financing for the company.
Eagle River Investments, L.L.C. is an investment holding company primarily owned
by telecommunications pioneer Craig O. McCaw.
Motorola is one of the world's leading providers of wireless communications,
semiconductors, and advanced systems and services.
DLJ Merchant Banking Partners II, an affiliate of Donaldson, Lufkin & Jenrette,
is a $3 billion fund dedicated to private equity and equity related investments,
which seeks significant capital appreciation through domestic and international
investments in common or preferred stock and debt or other securities in
leveraged acquisitions and corporate joint ventures. Donaldson, Lufkin &
Jenrette is a leading integrated investment and merchant bank serving
institutional, corporate, government and individual clients.
Nextel Communications, based in McLean, VA, is the leading provider of fully
integrated wireless communications and has built the largest guaranteed
all-digital wireless network in the United States. Its wholly-owned subsidiary,
Nextel International, Inc., has wireless operations and investments in
Argentina, Brazil, Canada, Japan, Mexico, Peru, Philippines, and Shanghai,
China. Please visit our website at http://www.nextel.com.
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Motorola and iDEN are registered trademarks of Motorola, Inc.
