<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
NEXTEL COMMUNICATIONS, INC.
(Name of Issuer)
Class A Common Stock, $.001 par value
(Title of Class of Securities)
65332V 10 3
(CUSIP Number)
Joseph L. Cole
Executive Vice President & General Counsel
Ampersand Holdings, Inc.
1301 Santa Barbara Street
Santa Barbara, CA 93101
805/963-7301
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 1999
(Date of Event which Requires Filing 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 [ ].
1
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SCHEDULE 13D
CUSIP No. 65332V 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wendy P. McCaw
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
9,892,659
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,917,278
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 9,892,659
10. SHARED DISPOSITIVE POWER
4,917,278
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,809,937
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON*
IN
2
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SCHEDULE 13D
CUSIP No. 65332V 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Ampersand Telecom Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
7. SOLE VOTING POWER
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,917,278
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
4,917,278
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,917,278
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
OO
3
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SCHEDULE 13D
CUSIP No. 65332V 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ampersand Telecom, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,917,278
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
4,917,278
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,917,278
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
OO
4
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SCHEDULE 13D
CUSIP No. 65332V 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory J. Parker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 65332V 10 3
This statement amends and supplements the information set forth in the
Schedule 13D filed by Wendy P. McCaw with the Securities and Exchange Commission
on October 20, 1997, as amended and supplemented by Amendment No. 1 to the
Schedule 13D filed on November 6, 1997 (the "Schedule 13D"), and constitutes
Amendment No. 2 to the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning assigned to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented as set forth below:
(a) - (c) and (f). Wendy P. McCaw is a United States citizen. Mrs.
McCaw's business address is c/o Ampersand Holdings, Inc., 1301 Santa Barbara
Street, Santa Barbara, California 93101, Attention: Gregory J. Parker. Mrs.
McCaw is a private investor.
The Ampersand Telecom Trust is a trust created under the laws of
California and its principal business address is 1301 Santa Barbara Street,
Santa Barbara, California 93101. Wendy P. McCaw, as settlor, formed The
Ampersand Telecom Trust on May 12, 1998. Mrs. McCaw is the sole beneficiary of
The Ampersand Telecom Trust. The Ampersand Telecom Trust is revocable at the
will of Mrs. McCaw. The trustee of The Ampersand Telecom Trust, Gregory J.
Parker, may exercise his duties under The Ampersand Telecom Trust only pursuant
to the written directions of the beneficiary, Mrs. McCaw. The Ampersand Telecom
Trust is engaged in the business of holding investments of Wendy P. McCaw.
Ampersand Telecom, LLC is a limited liability company created under the
laws of Delaware and its principal business address is 1301 Santa Barbara
Street, Santa Barbara, California 93101. Ampersand Telecom, LLC was formed on
February 19, 1999. The Ampersand Telecom Trust is the Managing Member of
Ampersand Telecom, LLC and has the sole right to vote on all matters affecting
Ampersand Telecom, LLC. Ampersand Telecom, LLC is engaged in the business of
holding investments of Wendy P. McCaw.
Gregory J. Parker, a United States citizen, is filing this statement in
his capacity as the trustee of The Ampersand Telecom Trust. Mr. Parker disclaims
beneficial ownership of all securities held by The Ampersand Telecom Trust or
Ampersand Telecom, LLC. Mr. Parker is employed as the President of Ampersand
Holdings, Inc., which is engaged in the business of holding investments of Wendy
P. McCaw, and his business address is 1301 Santa Barbara Street, Santa Barbara,
California 93101.
Mrs. McCaw, The Ampersand Telecom Trust, Ampersand Telecom, LLC and Mr.
Parker are sometimes herein referred to as the "Reporting Persons."
(d) and (e). During the last five years, the Reporting Persons have not
(i) been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) 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
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SCHEDULE 13D
CUSIP No. 65332V 10 3
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented as set forth below:
The Ampersand Telecom Trust obtained beneficial ownership of the
securities reported in Item 5 pursuant to a transfer from Wendy P. McCaw to The
Ampersand Telecom Trust on February 19, 1999.
Ampersand Telecom, LLC obtained beneficial ownership of the securities
reported in Item 5 pursuant to a transfer from The Ampersand Telecom Trust to
Ampersand Telecom, LLC on February 19, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as set forth below:
The Ampersand Telecom Trust acquired beneficial ownership of the
securities reported in Item 5 pursuant to a transfer from Wendy P. McCaw. Mrs.
McCaw is the sole beneficiary of The Ampersand Telecom Trust. The Ampersand
Telecom Trust is revocable at the will of Mrs. McCaw. The trustee of The
Ampersand Telecom Trust, Gregory J. Parker, may exercise his duties under The
Ampersand Telecom Trust only pursuant to the written directions of the
beneficiary, Mrs. McCaw.
Concurrently with the transfer described in the preceding paragraph, The
Ampersand Telecom Trust transferred the securities described in Item 5 to
Ampersand Telecom, LLC as a capital contribution. These transfers from Mrs.
McCaw to The Ampersand Telecom Trust and from The Ampersand Telecom Trust to
Ampersand Telecom, LLC were for the purpose of facilitating the administration
of the business affairs of Mrs. McCaw. The Ampersand Telecom Trust is the
Managing Member of Ampersand Telecom, LLC and has the sole right to vote on all
matters affecting Ampersand Telecom, LLC.
The Reporting Persons may from time to time seek to increase, reduce or
dispose of their investment in the issuer in the open market, in privately
negotiated transactions, or otherwise. The determination to effect any such
transactions will depend on, among other things, the market price, availability
of funds, borrowing costs, market conditions, tax considerations, developments
affecting the issuer and the Reporting Persons, other opportunities available to
the Reporting Persons and other considerations.
From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of the issuer in which the
Reporting Persons may suggest or take a position with respect to potential
changes in the operations, management or capital
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SCHEDULE 13D
CUSIP No. 65332V 10 3
structure of the issuer as a means of enhancing shareholder value. Such
suggestions or positions may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of the Schedule 13D, including, without
limitation, such matters as disposing of or selling all or a portion of the
issuer or acquiring another company or business, changing operating or marketing
strategies, adopting or not adopting certain types of anti-takeover measures and
restructuring the issuer's capitalization or dividend policy.
Except as set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions required
to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review or reconsider its
position with respect to the issuer and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as set forth below:
(a) and (b). (i) Mrs. McCaw beneficially owns and has sole voting power
with respect to 9,892,659 shares of Nextel Common Stock. In addition, Mrs. McCaw
beneficially owns 4,917,278 shares of Nextel Common Stock issuable upon the
complete exercise by Ampersand Telecom, LLC of options to purchase Nextel Common
Stock exercisable within 60 days hereof. With respect to such 4,917,278 shares
of Nextel Common Stock, Mrs. McCaw may be deemed to share voting power and
investment power with The Ampersand Telecom Trust, Ampersand Telecom, LLC and
Gregory J. Parker.
Further, under Section 9 of the Nextel Securities Distribution
Agreement, Ampersand Telecom, LLC has the right to acquire options beneficially
owned by Craig O. McCaw, Eagle River and the other members of Digital Radio with
respect to 7,619,677 shares of Nextel Common Stock if such persons determine not
to exercise all or any portion of such options. Accordingly, under Rule
13d-3(d)(1)(i), Mrs. McCaw may be deemed to have voting and investment power
with respect to an additional 7,619,677 shares of Nextel Common Stock issuable
upon exercise of such options which are exercisable within 60 days from the date
hereof. Mrs. McCaw disclaims beneficial ownership of such 7,619,677 shares of
Nextel Common Stock.
The shares of Nextel Common Stock beneficially owned by Mrs. McCaw
represent 5.4% of the Nextel Common Stock, or 8.0% of the Nextel Common Stock
including the 7,619,677 shares disclaimed above, each as determined in
accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
(ii) The Ampersand Telecom Trust beneficially owns 4,917,278 shares of
Nextel Common Stock issuable upon the complete exercise by Ampersand Telecom,
LLC of options to purchase Nextel Common Stock exercisable within 60 days
hereof. With respect to such 4,917,278 shares of Nextel Common Stock, The
Ampersand Telecom Trust may be deemed to
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SCHEDULE 13D
CUSIP No. 65332V 10 3
share voting power and investment power with Mrs. McCaw, Ampersand Telecom, LLC
and Gregory J. Parker. The Ampersand Telecom Trust may also be deemed to have
beneficial ownership with respect to 9,892,659 shares of Nextel Common Stock
owned by Mrs. McCaw, but disclaims such beneficial ownership.
Further, under Section 9 of the Nextel Securities Distribution Agreement
Ampersand Telecom, LLC has the right to acquire options beneficially owned by
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect
to 7,619,677 shares of Nextel Common Stock if such persons determine not to
exercise all or any portion of such options. Accordingly, under Rule
13d-3(d)(1)(i), The Ampersand Telecom Trust may be deemed to have voting and
investment power with respect to an additional 7,619,677 shares of Nextel Common
Stock issuable upon exercise of such options which are exercisable within 60
days from the date hereof. The Ampersand Telecom Trust disclaims beneficial
ownership of such 7,619,677 shares of Nextel Common Stock.
The shares of Nextel Common Stock beneficially owned by The Ampersand
Telecom Trust represent 1.8% of the Nextel Common Stock, or 8.0% of the Nextel
Common Stock including the 9,892,659 and 7,619,677 shares disclaimed above, each
as determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
(iii) Ampersand Telecom, LLC beneficially owns 4,917,278 shares of
Nextel Common Stock issuable upon the complete exercise by Ampersand Telecom,
LLC of options to purchase Nextel Common Stock exercisable within 60 days
hereof. With respect to such 4,917,278 shares of Nextel Common Stock, Ampersand
Telecom, LLC may be deemed to share voting power and investment power with Mrs.
McCaw, The Ampersand Telecom Trust and Gregory J. Parker. Ampersand Telecom, LLC
may also be deemed to have beneficial ownership with respect to 9,907,659 shares
of Nextel Common Stock owned by Mrs. McCaw, but disclaims such beneficial
ownership.
Further, under Section 9 of the Nextel Securities Distribution Agreement
Ampersand Telecom, LLC has the right to acquire options beneficially owned by
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect
to 7,619,677 shares of Nextel Common Stock if such persons determine not to
exercise all or any portion of such options. Accordingly, under Rule
13d-3(d)(1)(i), Ampersand Telecom, LLC may be deemed to have voting and
investment power with respect to an additional 7,619,677 shares of Nextel Common
Stock issuable upon exercise of such options which are exercisable within 60
days from the date hereof. Ampersand Telecom, LLC disclaims beneficial ownership
of such 7,619,677 shares of Nextel Common Stock.
The shares of Nextel Common Stock beneficially owned by Ampersand
Telecom, LLC represent 1.8% of the Nextel Common Stock, or 8.0% of the Nextel
Common Stock including the 9,892,659 and 7,619,677 shares disclaimed above, each
as determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
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SCHEDULE 13D
CUSIP No. 65332V 10 3
(iv) Gregory J. Parker may be deemed to have beneficial ownership with
respect to 4,917,278 shares of Nextel Common Stock issuable upon the complete
exercise by Ampersand Telecom, LLC of options to purchase Nextel Common Stock
exercisable within 60 days hereof. With respect to such 4,917,278 shares of
Nextel Common Stock, Mr. Parker may be deemed to share voting power and
investment power with Mrs. McCaw, Ampersand Telecom, LLC and The Ampersand
Telecom Trust. Mr. Parker may also be deemed to have beneficial ownership with
respect to 9,892,659 shares of Nextel Common Stock owned by Mrs. McCaw. Mr.
Parker disclaims beneficial ownership of the 4,917,278 and 9,892,659 shares
described in this paragraph.
Further, under Section 9 of the Nextel Securities Distribution Agreement
Ampersand Telecom, LLC has the right to acquire options beneficially owned by
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect
to 7,619,677 shares of Nextel Common Stock if such persons determine not to
exercise all or any portion of such options. Accordingly, under Rule
13d-3(d)(1)(i), Mr. Parker may be deemed to have voting and investment power
with respect to an additional 7,619,677 shares of Nextel Common Stock issuable
upon exercise of such options which are exercisable within 60 days from the date
hereof. Mr. Parker disclaims beneficial ownership of such 7,619,677 shares of
Nextel Common Stock.
The shares of Nextel Common Stock beneficially owned by Mr. Parker
represent 0.0% of the Nextel Common Stock, or 8.0% of the Nextel Common Stock
including all of the shares disclaimed above, each as determined in accordance
with Rule 13d-3(d)(1)(i) under the Exchange Act.
All percentages contained in this Schedule 13D have been calculated
based upon 268,050,209 shares of Nextel Common Stock outstanding as set forth in
the issuer's most recent quarterly report on Form 10-Q.
(c) During the past sixty days, (i) Wendy P. McCaw indirectly
transferred to The Ampersand Telecom Trust options to purchase 4,917,278 shares
of Nextel Common Stock and (ii) The Ampersand Telecom Trust indirectly
transferred such options to Ampersand Telecom, LLC, as described in Item 4.
There have been no other transactions in shares of Nextel Common Stock by the
Reporting Persons during the past sixty days.
(d) To the knowledge of the Reporting Persons, no person other than each
respective owner referred to herein of shares of Nextel Common Stock is known to
have the right to receive or the power to direct the receipt of dividends from
or the proceeds of sale of shares of Nextel Common Stock.
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SCHEDULE 13D
CUSIP No. 65332V 10 3
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented as set forth below:
Exhibit 3 Joint Filing Agreement among the Reporting Persons, dated effective as
of March 15, 1999
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SCHEDULE 13D
CUSIP No. 65332V 10 3
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: March 15, 1999
/s/ WENDY P. MCCAW
----------------------------------------
Wendy P. McCaw
THE AMPERSAND TELECOM TRUST
By: /s/ GREGORY J. PARKER
------------------------------------
Gregory J. Parker
Trustee
AMPERSAND TELECOM, LLC
By: /s/ GREGORY J. PARKER
------------------------------------
Gregory J. Parker
President
/s/ GREGORY J. PARKER
----------------------------------------
Gregory J. Parker
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EXHIBIT 3
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D dated
March 15, 1998, with respect to the Class A Common Stock of Nextel
Communications, Inc. is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which shall for
all purposes be deemed to be an original and all of which shall constitute one
and the same instrument.
Dated: March 15, 1999
/s/ WENDY P. MCCAW
----------------------------------------
Wendy P. McCaw
THE AMPERSAND TELECOM TRUST
By: /s/ GREGORY J. PARKER
------------------------------------
Gregory J. Parker
Trustee
AMPERSAND TELECOM, LLC
By: /s/ GREGORY J. PARKER
------------------------------------
Gregory J. Parker
President
/s/ GREGORY J. PARKER
----------------------------------------
Gregory J. Parker
