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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): November 30, 1999 (November 24, 1999)
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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.)
2001 EDMUND HALLEY DRIVE, RESTON, VIRGINIA 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (703) 433-4000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 24, 1999, Nextel issued a press release announcing that its board of
directors determined that Dan Akerson should continue as chairman of the Nextel
board in 2000 and that Janet Hill was appointed to the board of directors. A
copy of this press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
In addition, on November 30, 1999, Nextel issued notices to redeem all of its
outstanding:
(A) 10.25% Senior Discount Notes due December 15, 2005 (the "2005 Notes");
(B) 12.25% Senior Redeemable Discount Notes due April 15, 2004 (the "2004
Notes"); and
(C) 11.5% Senior Redeemable Discount Notes due September 1, 2003 (the "2003
Notes"),
with such redemption transactions scheduled to be closed on December 30, 1999.
Copies of the relevant redemption notices are filed as Exhibits 99.2, 99.3 and
99.4, respectively, hereto and are incorporated herein by reference. The
carrying value of the outstanding debt represented by the 2005 Notes, the 2004
Notes and the 2003 Notes as of September 30, 1999 was approximately $94
million, $8 million and $36 million, respectively.
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.
<TABLE>
<CAPTION>
Exhibit No Exhibit Description
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<S> <C>
99.1 Press Release dated November 24, 1999 issued by Nextel
99.2 Redemption Notice relating to the 2005 Notes
99.3 Redemption Notice relating to the 2004 Notes
99.4 Redemption Notice relating to the 2003 Notes
</TABLE>
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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: November 30, 1999 By: /s/ THOMAS J. SIDMAN
----------------------
Thomas J. Sidman
Senior Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No Exhibit Description
---------- -------------------
<S> <C>
99.1 Press Release dated November 24, 1999 issued by Nextel
99.2 Redemption Notice relating to the 10.25% Senior Discount
Notes due December 15, 2005
99.3 Redemption Notice relating to the 12.25% Senior Redeemable
Discount Notes due April 15, 2004
99.4 Redemption Notice relating to the 11.5% Senior Redeemable
Discount Notes due September 1, 2003
</TABLE>
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Exhibit 99.1 Press Release
November 24, 1999
For Immediate Release
Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
(703)433-4000
Akerson to Remain Chairman of Nextel Board of Directors
- Janet Hill Appointed to Board -
RESTON, Va. - November 24, 1999 - Nextel Communications, Inc. (NASDAQ: NXTL)
today announced that its board of directors determined that Dan Akerson should
continue as chairman of the Nextel board in 2000. In July 1999, Akerson stepped
down as chief executive officer (CEO) of Nextel and announced that he would
remain chairman of the board through the end of the year. At that time, Tim
Donahue, formerly president and chief operating officer of Nextel, was appointed
president and CEO of the company. Additionally, in September 1999, Akerson was
appointed chairman and CEO of NEXTLINK Communications.
"I want to thank the board for continuing to place its trust and confidence in
my leadership abilities," said Dan Akerson. "Nextel has enjoyed a remarkable
turnaround over the past three years and I am convinced we are positioned to
build on that progress."
Additionally, the company announced the appointment of Janet Hill to its board
of directors. Mrs. Hill is the vice president of Alexander & Associates, Inc., a
corporate consulting firm in Washington, D.C. Prior to joining Alexander &
Associates, Mrs. Hill was the special assistant to the Secretary of the Army.
Mrs. Hill also serves on the board of directors of Wendy's International, Inc.;
Progressive Insurance Company; Dean Foods, Inc.; First Union Bank of Virginia,
Washington, D.C. and Maryland; McDonald Dental Laboratory in New Orleans;
Fairfax County Medical Care for Children's Project; Wellesley Center for
Research on Women; Wellesley Business Leadership Council; and the Durham
Literacy Council.
"We are very happy to welcome Janet Hill to the board of directors at Nextel,"
continued Akerson. "Her vast experience and knowledge will be of significant
value to the board."
Mrs. Hill attended Wellesley College in Wellesley, MA, and graduated with a
Bachelor of Arts in mathematics. She is also a graduate of the University of
Chicago Graduate School and Graduate School of Education with a Master of Arts
in mathematics. Mrs. Hill is married to Calvin Hill, former college football
all-American at Yale University and played professionally with the Dallas
Cowboys and Washington Redskins. The Hills have one son, Grant, who is a
professional basketball player with the Detroit Pistons. Mrs. Hill and her
husband reside in Great Falls, Virginia.
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Nextel Communications Inc., headquartered in Reston, VA, is a leading provider
of fully integrated wireless communications and has built the largest guaranteed
all-digital wireless network in the United States that covers thousands of
communities across the United States. Nextel and Nextel Partners, Inc. currently
serve 92 of the top 100 U.S. markets. The Nextel National Network offers a fully
integrated wireless communications tool with digital cellular, text/numeric
paging and Nextel Direct ConnectO - a digital two-way radio feature. In
addition, through Nextel International, Inc., Nextel has wireless operations and
investments in Canada, Mexico, Argentina, Brazil, the Philippines, Peru, Japan
and Shanghai, China. Please visit our Web site at http://www.nextel.com.
# # #
Nextel, the Nextel logo, and Nextel Direct Connect are trademarks and/or service
marks of Nextel Communications, Inc.
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Exhibit 99.2 Redemption Notice
NOTICE OF REDEMPTION
OF
10.25% SENIOR DISCOUNT NOTES DUE DECEMBER 15, 2005
(CUSIP NO. 25246 P AE5)
To the Holders of Record of
10.25% Senior Discount Notes due December 15, 2005
of Nextel Communications, Inc.:
NOTICE IS HEREBY GIVEN that, pursuant to the terms of the Indenture, dated
as of December 22, 1993, between Nextel Communications, Inc. (as successor to
Dial Call Communications, Inc.) (the "Company") and The Bank of New York, as
trustee (the "Trustee"), as amended (the "Indenture"), the Company has elected
to redeem the entire outstanding aggregate amount of its 10.25% Senior Discount
Notes due December 15, 2005 (the "Securities").
The date fixed for redemption is December 30, 1999 (the "Redemption Date").
On the Redemption Date, the Securities will become due and payable at a
redemption price equal to 103.4% of the principal amount thereof, plus accrued
interest thereon to the Redemption Date (the "Redemption Price"). From and after
the Redemption Date, the Securities will cease to bear interest unless the
Company defaults in the payment of the Redemption Price and any accrued
interest, in which case the principal and premium, if any, shall until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security. Upon surrender of any Security for redemption as provided below, the
Company will make payment to the holders of the Security at the Redemption
Price.
To receive payment of the Redemption Price for the Securities held by you,
you must surrender your Securities to the Trustee at the following address:
BY MAIL BY OVERNIGHT MAIL BY HAND
The Bank of New York The Bank of New York The Bank of New York
P.O. Box 11265 101 Barclay Street 101 Barclay Street
Church Street Station Bond Redemption Unit Bond Redemption Unit
Fiscal Agencies Dept. 101B 7E Lobby Level Lobby Level
New York, NY 10286 New York, NY 10286 New York, NY 10286
The method of delivery of the Securities to the Trustee is at your option
and risk, but, if mail is used, registered mail is suggested. Payment of the
Redemption Price will be remitted promptly following the Redemption Date and the
receipt of the Securities by the Trustee.
Under U.S. federal tax laws, paying agents making payment of interest or
principal on corporate securities may be obligated to withhold a 31% tax from
remittances to individuals who have failed to furnish the paying agent with a
valid taxpayer identification number. Holders of the Securities who wish to
avoid the application of these provisions should submit taxpayer identification
numbers to the Trustee using Form W-9 when presenting Securities for payment.
Holders of the Securities who have questions or who wish to discuss the
redemption may contact The Bank of New York, 101 Barclay Street (21 West),
Corporate Trust Administration - Michele Russo, New York, New York 10286,
(212) 815-5763.
NEXTEL COMMUNICATIONS, INC.
November 30, 1999
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Exhibit 99.3 Redemption Notice
NOTICE OF REDEMPTION
OF
12.25% SENIOR REDEEMABLE DISCOUNT NOTES DUE APRIL 15, 2004
(CUSIP NO. 25246 P AC9)
To the Holders of Record of
12.25% Senior Redeemable Discount Notes due April 15, 2004
of Nextel Communications, Inc.:
NOTICE IS HEREBY GIVEN that, pursuant to the terms of the Indenture, dated
as of April 25, 1994, between Nextel Communications, Inc. (as successor to Dial
Call Communications, Inc.) (the "Company") and The Bank of New York, as trustee
(the "Trustee"), as amended (the "Indenture"), the Company has elected to redeem
the entire outstanding aggregate amount of its 12.25% Senior Redeemable Discount
Notes due April 15, 2004 (the "Securities").
The date fixed for redemption is December 30, 1999 (the "Redemption Date").
On the Redemption Date, the Securities will become due and payable at a
redemption price equal to 107.125% of the principal amount thereof, plus accrued
interest thereon to the Redemption Date (the "Redemption Price"). From and after
the Redemption Date, the Securities will cease to bear interest unless the
Company defaults in the payment of the Redemption Price and any accrued
interest, in which case the principal and premium, if any, shall until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security. Upon surrender of any Security for redemption as provided below, the
Company will make payment to the holders of the Security at the Redemption
Price.
To receive payment of the Redemption Price for the Securities held by you,
you must surrender your Securities to the Trustee at the following address:
BY MAIL BY OVERNIGHT MAIL BY HAND
The Bank of New York The Bank of New York The Bank of New York
P.O. Box 11265 101 Barclay Street 101 Barclay Street
Church Street Station Bond Redemption Unit Bond Redemption Unit
Fiscal Agencies Dept. 101B 7E Lobby Level Lobby Level
New York, NY 10286 New York, NY 10286 New York, NY 10286
The method of delivery of the Securities to the Trustee is at your option
and risk, but, if mail is used, registered mail is suggested. Payment of the
Redemption Price will be remitted promptly following the Redemption Date and the
receipt of the Securities by the Trustee.
Under U.S. federal tax laws, paying agents making payment of interest or
principal on corporate securities may be obligated to withhold a 31% tax from
remittances to individuals who have failed to furnish the paying agent with a
valid taxpayer identification number. Holders of the Securities who wish to
avoid the application of these provisions should submit taxpayer identification
numbers to the Trustee using Form W-9 when presenting Securities for payment.
Holders of the Securities who have questions or who wish to discuss the
redemption may contact The Bank of New York, 101 Barclay Street (21 West),
Corporate Trust Administration - Michele Russo, New York, New York 10286,
(212) 815-5763.
NEXTEL COMMUNICATIONS, INC.
November 30, 1999
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<PAGE> 1
Exhibit 99.4 Redemption Notice
NOTICE OF REDEMPTION
OF
11.50% SENIOR REDEEMABLE DISCOUNT NOTES DUE SEPTEMBER 1, 2003
(CUSIP NO. 65332 V AA1)
To the Holders of Record of
11.50% Senior Redeemable Discount Notes due September 1, 2003
of Nextel Communications, Inc.:
NOTICE IS HEREBY GIVEN that, pursuant to the terms of the Indenture, dated
as of August 15, 1993, between Nextel Communications, Inc. (the "Company") and
The Bank of New York, as trustee (the "Trustee"), as amended (the "Indenture"),
the Company has elected to redeem the entire outstanding aggregate amount of
its 11.50% Senior Redeemable Discount Notes due September 1, 2003 (the
"Securities").
The date fixed for redemption is December 30, 1999 (the "Redemption Date").
On the Redemption Date, the Securities will become due and payable at a
redemption price equal to 103.4% of the principal amount thereof, plus accrued
interest thereon to the Redemption Date (the "Redemption Price"). From and after
the Redemption Date, the Securities will cease to bear interest unless the
Company defaults in the payment of the Redemption Price and any accrued
interest, in which case the principal and premium, if any, shall until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security. Upon surrender of any Security for redemption as provided below, the
Company will make payment to the holders of the Security at the Redemption
Price.
To receive payment of the Redemption Price for the Securities held by you,
you must surrender your Securities to the Trustee at the following address:
BY MAIL BY OVERNIGHT MAIL BY HAND
The Bank of New York The Bank of New York The Bank of New York
P.O. Box 11265 101 Barclay Street 101 Barclay Street
Church Street Station Bond Redemption Unit Bond Redemption Unit
Fiscal Agencies Dept. 101B 7E Lobby Level Lobby Level
New York, NY 10286 New York, NY 10286 New York, NY 10286
The method of delivery of the Securities to the Trustee is at your option
and risk, but, if mail is used, registered mail is suggested. Payment of the
Redemption Price will be remitted promptly following the Redemption Date and the
receipt of the Securities by the Trustee.
Under U.S. federal tax laws, paying agents making payment of interest or
principal on corporate securities may be obligated to withhold a 31% tax from
remittances to individuals who have failed to furnish the paying agent with a
valid taxpayer identification number. Holders of the Securities who wish to
avoid the application of these provisions should submit taxpayer identification
numbers to the Trustee using Form W-9 when presenting Securities for payment.
Holders of the Securities who have questions or who wish to discuss the
redemption may contact The Bank of New York, 101 Barclay Street (21 West),
Corporate Trust Administration - Michele Russo, New York, New York 10286,
(212) 815-5763.
NEXTEL COMMUNICATIONS, INC.
November 30, 1999
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