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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): February 3, 2000
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C> <C>
2001 EDMUND HALLEY DRIVE, RESTON, VIRGINIA 20191
(Address of principal executive offices) (Zip Code)
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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 February 3, 2000, Nextel issued a press release announcing the
completion of a private placement of an additional $150.0 million of its 5 1/4%
Convertible Senior Notes due January 15, 2010. A copy of this press release is
being filed as Exhibit 99.1 hereto and is incorporated herein by reference.
These Convertible Notes were issued pursuant to the grant to the underwriters of
an option to purchase additional notes in the original private placement of $1.0
billion of these Convertible Notes that was completed on January 26, 2000. The
aggregate principal amount outstanding of Convertible Notes is now $1.150
billion.
This transaction generated an additional $147.0 million in net proceeds.
Cash interest on the principal amount of the Convertible Notes is payable
semi-annually in arrears in cash on January 15 and July 15 of each year,
commencing July 15, 2000 at a rate of 5 1/4% per annum. The Convertible Notes
are convertible at the option of the holders, prior to redemption or maturity,
into the Company's common stock at a conversion price of $148.80 per share
(subject to adjustment upon the occurrence of certain events). The reported last
sale price of Nextel's common stock on the Nasdaq National Market on January 20,
2000, the day before Nextel agreed to sell the Convertible Notes, was $124.125
per share. The Convertible Notes are redeemable at Nextel's option commencing
January 18, 2003 at specified redemption prices plus accrued interest. The
Convertible Notes rank equally with all of Nextel's unsubordinated and unsecured
indebtedness. Nextel intends to use the net proceeds from this offering to fund
strategic investments, capital expenditures, working capital needs and other
general corporate purposes.
The offering of the Convertible Notes was effected as a private
placement under the Securities Act of 1933, as amended (the "Securities Act").
Neither the offering of Nextel's Convertible Notes, nor of Nextel's common stock
issuable upon conversion thereof, have been registered under the Securities Act
and none of such securities may be offered or sold in the United States absent
an effective registration statement or an applicable exemption from the
registration requirements of the Securities Act. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy the
Convertible Notes or underlying shares of Nextel's common stock issuable upon
conversion of such Convertible Notes.
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
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99.1 Press Release issued February 3, 2000
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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: February 3, 2000 By: /s/ THOMAS J. SIDMAN
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Thomas J. Sidman
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit No Exhibit Description
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99.1 Press Release issued February 3, 2000
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EXHIBIT 99.1
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NEWS RELEASE
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[NEXTEL LOGO] NEXTEL COMMUNICATIONS, INC.
2001 Edmund Halley Drive
Reston, VA 20191
703 433-4000
For Immediate Release
CONTACTS:
INVESTORS: PAUL BLALOCK (703) 433-4300
MEDIA: BEN BANTA (703) 433-4700
NEXTEL COMPLETES SALE OF ADDITONAL $150.0 MILLION IN CONVERTIBLE NOTES
RESTON, Va., February 3, 2000 - Nextel Communications, Inc. (NASDAQ:
NXTL) today announced that it has completed a private placement of an additional
$150.0 million of its 5 1/4% Convertible Senior Notes due January 15, 2010.
These Convertible Notes were issued pursuant to the grant to the underwriters of
an option to purchase additional notes in the original private placement of $1.0
billion of these Convertible Notes that was completed on January 26, 2000. The
aggregate principal amount outstanding of Convertible Notes is now $1.150
billion.
These Notes are convertible at the option of the holders, prior to redemption or
maturity, into the Company's common stock at a conversion price of $148.80 per
share (subject to adjustment upon the occurrence of certain events). Nextel
intends to use the net proceeds of the offering to fund strategic investments,
capital expenditures, working capital needs and for other general corporate
purposes.
Neither the 5 1/4% Convertible Senior Notes, nor Nextel's common stock issuable
upon conversion thereof, have been registered under the Securities Act of 1933,
as amended, and neither may be offered or sold in the United States absent an
effective registration statement or an applicable exemption from the
registration requirements of such Act. This press release does not constitute an
offer to sell or the solicitation of an offer to buy the Convertible Notes or
underlying shares of Nextel's common stock issuable upon conversion of such
Convertible Notes.
Nextel Communications, based in Reston, Virginia, is a leading provider of fully
integrated wireless communications services and has built the largest guaranteed
all-digital wireless network across the United States. Nextel and Nextel
Partners, Inc., currently serve 92 of the top 100 U.S. markets. In addition,
through Nextel International, Inc., Nextel has wireless operations and
investments in Canada, Mexico, Argentina, Brazil, the Philippines, Peru, Japan
and Shanghai, China.
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