Page 1 of 29 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )*
Nextel Partners, Inc.
-------------------------------------------------
(NAME OF ISSUER)
Common Stock
-------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
65333F107
-------------------------------------------------
(CUSIP NUMBER)
February 22, 2000
-------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
* 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 the 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 PAGE(S))
<PAGE>
CUSIP NO. 65333F107 13G Page 2 of 29 Pages
1- NAME OF REPORTING PERSON
AXA Assurances I.A.R.D. Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF February 22, 2000 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 28,533,132
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 28,533,132
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 65333F107 13G Page 3 of 29 Pages
1- NAME OF REPORTING PERSON
AXA Assurances Vie Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF February 22, 2000 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 28,533,132
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 28,533,132
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 65333F107 13G Page 4 of 29 Pages
1- NAME OF REPORTING PERSON
AXA Conseil Vie Assurance Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF February 22, 2000 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 28,533,132
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 28,533,132
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 65333F107 13G Page 5 of 29 Pages
1- NAME OF REPORTING PERSON
AXA Courtage Assurance Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF February 22, 2000 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 28,533,132
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 28,533,132
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 65333F107 13G Page 6 of 29 Pages
1- NAME OF REPORTING PERSON
AXA
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF February 22, 2000 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 28,533,132
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 28,533,132
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 65333F107 13G Page 7 of 29 Pages
1- NAME OF REPORTING PERSON
AXA Financial, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3623351
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF February 22, 2000 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 28,533,132
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 28,533,132
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 8 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donaldson, Lufkin & Jenrette, Inc. 13-1898818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 28,533,132
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 28,533,132
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.8%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 9 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Capital Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 28,533,132
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 28,533,132
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,533,132
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.8%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 10 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking Partners II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 17,973,750
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 17,973,750
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,973,750
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 11 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking Partners II-A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 715,800
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 715,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 12 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Offshore Partners II, C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 883,854
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 883,854
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,854
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 13 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Millennium Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 290,616
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 290,616
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,616
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 14 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Millennium Partners-A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 56,676
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 56,676
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,676
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 15 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,441,068
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,441,068
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,068
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 16 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,050,822
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,050,822
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,822
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 17 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners-A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 390,246
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 390,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,246
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 18 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJMB Funding II, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 3,265,926
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 3,265,926
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,265,926
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 19 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ LBO Plans Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 435,354
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 435,354
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,354
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 20 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
UK Investment Plan 1997 Partners
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 400,764
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 400,764
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,764
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 21 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ First ESC, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 34,590
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 34,590
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,590
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 22 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ ESC II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 3,389,388
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 3,389,388
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,389,388
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 65333F107 13G Page 23 of 29 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ EAB Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 80,700
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 80,700
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,700
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer: Page 24 of 29 Pages
Nextel Partners, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4500 Carillon Point
Kirkland, WA 98033
Item 2(a) and 2(b)
Name of Person Filing and Address of Principal Business Office:
AXA Conseil Vie Assurance Mutuelle
100-101 Terrasse Boieldieu
92042 Paris La Defense France
AXA Assurances I.A.R.D Mutuelle and
AXA Assurances Vie Mutuelle
21, rue de Chateaudun
75009 Paris France
AXA Courtage Assurance Mutuelle
26, rue Louis le Grand
75002 Paris France
as a group (collectively, the 'Mutuelles AXA').
AXA
9 Place Vendome
75001 Paris France
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
Donaldson, Lufkin & Jenrette, Inc.
DLJ Capital Investors, Inc.
DLJ Merchant Banking Partners II, L.P.
DLJ Merchant Banking Partners II-A, L.P.
DLJ Offshore Partners II, C.V.
DLJ Millennium Partners, L.P.
DLJ Millennium Partners-A, L.P.
DLJ Diversified Partners, Inc.
DLJ Diversified Partners, L.P.
DLJ Diversified Partners-A, L.P.
DLJMB Funding II, Inc.
DLJ LBO Plans Management Corporation
UK Investment Plan 1997 Partners
DLJ First ESC, L.P.
DLJ ESC II, L.P.
DLJ EAB Partners, L.P.
277 Park Avenue,
New York, NY 10172.
(Please contact Patrick Meehan at (212) 314-5644
with any questions.)
<PAGE>
Page 25 of 29 Pages
Item 2(c) Citizenship:
Each of the persons filing this statement is a United States
citizen, a corporation or limited partnership organized under the
laws of a state of the United States or a trust created or
governed under the laws of a state of the United States except as
noted below:
Mutuelles AXA and AXA - France
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
65333F107
Item 3. Type of Reporting Person:
AXA Financial, Inc. HC
The Mutuelles AXA, as a group HC
AXA HC
Donaldson, Lufkin & Jenrette, Inc. HC
DLJ Capital Investors, Inc. HC
DLJ Merchant Banking Partners II, L.P. PN
DLJ Merchant Banking Partners II-A, L.P. PN
DLJ Offshore Partners II, C.V. PN
DLJ Millennium Partners, L.P. PN
DLJ Millennium Partners-A, L.P. PN
DLJ Diversified Partners, Inc. CO
DLJ Diversified Partners, L.P. PN
DLJ Diversified Partners-A, L.P. PN
DLJMB Funding II, Inc. CO
DLJ LBO Plans Management Corporation CO
UK Investment Plan 1997 Partners PN
DLJ First ESC, L.P. PN
DLJ ESC II, L.P. PN
DLJ EAB Partners, L.P. PN
<PAGE>
<TABLE>
Page 26 of 29 Pages
Item 4. Ownership as of February 22, 2000:
<CAPTION>
Shares Total Percent
Convertible Shares of
Common From Beneficially Class
Stock Warrants Owned (1)
<S> <C> <C> <C> <C>
The Mutuelles AXA, as a group (2) 28,533,132 17.8%
AXA (2) 28,533,132 17.8%
AXA Financial, Inc. 28,533,132 17.8%
Donaldson, Lufkin & Jenrette, Inc. 28,533,132 17.8%
DLJ Capital Investors, Inc. 28,533,132 17.8%
DLJ Merchant Banking Partners II, L.P. 17,188,974 784,776 17,973,750 11.2%
DLJ Merchant Banking Partners II-A, L.P. 684,546 31,254 715,800 0.4%
DLJ Offshore Partners II, C.V. 845,262 38,592 883,854 0.5%
DLJ Millennium Partners, L.P. 277,926 12,690 290,616 0.2%
DLJ Millennium Partners-A, L.P. 54,204 2,472 56,676 0.0%
DLJ Diversified Partners, Inc. 1,441,068 0.9%
DLJ Diversified Partners, L.P. 1,004,940 45,882 1,050,822 0.7%
DLJ Diversified Partners-A, L.P. 373,206 17,040 390,246 0.2%
DLJMB Funding II, Inc. 3,126,600 139,326 3,265,926 2.0%
DLJ LBO Plans Management Corporation 435,354 0.3%
UK Investment Plan 1997 Partners 379,998 20,766 400,764 0.2%
DLJ First ESC, L.P. 33,078 1,512 34,590 0.0%
DLJ ESC II, L.P. 3,241,398 147,990 3,389,388 2.1%
DLJ EAB Partners, L.P. 77,178 3,522 80,700 0.1%
----------- -----------
27,287,310 1,245,822
(1) Based on 160,173,796 shares outstanding, including 158,927,974 shares
outstanding as reported in the Company's S-1 Filing and 1,245,822 shares
issuable upon exercise of warrants.
(2) Each of the Mutuelles AXA, as a group, and AXA expressly declares that
the filing of this Schedule 13G shall not be construed as an admission
that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of any securities covered by this Schedule 13G.
</TABLE>
<PAGE>
<TABLE>
ITEM 4. Ownership as of February 22, 2000 Page 27 of 29 Pages
(c) Deemed Voting Power and Disposition Power:
<CAPTION>
(i) Sole (ii) Shared (iii) Sole power (iv) Shared
power to vote power to vote to dispose or power to dispose
or to direct or to direct to direct the or to direct the
the vote the vote disposition of disposition of
<S> <C> <C> <C> <C>
The Mutuelles AXA, as a group 0 28,533,132 0 28,533,132
AXA 0 28,533,132 0 28,533,132
AXA Financial, Inc. 0 28,533,132 0 28,533,132
Donaldson, Lufkin & Jenrette, Inc. 0 28,533,132 0 28,533,132
DLJ Capital Investors, Inc. 0 28,533,132 0 28,533,132
DLJ Merchant Banking Partners II, L.P. 0 17,973,750 0 17,973,750
DLJ Merchant Banking Partners II-A, L.P. 0 715,800 0 715,800
DLJ Offshore Partners II, C.V. 0 883,854 0 883,854
DLJ Millennium Partners, L.P. 0 290,616 0 290,616
DLJ Millennium Partners-A, L.P. 0 56,676 0 56,676
DLJ Diversified Partners, Inc. 0 1,441,068 0 1,441,068
DLJ Diversified Partners, L.P. 0 1,050,822 0 1,050,822
DLJ Diversified Partners-A, L.P. 0 390,246 0 390,246
DLJMB Funding II, Inc. 0 3,265,926 0 3,265,926
DLJ LBO Plans Management Corporation 0 435,354 0 435,354
UK Investment Plan 1997 Partners 0 400,764 0 400,764
DLJ First ESC, L.P. 0 34,590 0 34,590
DLJ ESC II, L.P. 0 3,389,388 0 3,389,388
DLJ EAB Partners, L.P. 0 80,700 0 80,700
(Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment
decisions).
</TABLE>
<PAGE>
Page 28 of 29 Pages
Item 5.
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
( )
Item 6.
Ownership of More than Five Percent on behalf of Another Person. N/A
Item 7.
Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
which beneficially owns a majority interest in AXA Financial, Inc.;
and the Mutuelles AXA, which as a group control AXA:
( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities;
( ) in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:
(X) in AXA Financial, Inc. capacity as a parent holding company
with respect to the holdings of its following subsidiaries:
(X) Donaldson, Lufkin & Jenrette, Inc.
(X) DLJ Capital Investors, Inc.
(X) DLJ Merchant Banking Partners II, L.P.
(X) DLJ Merchant Banking Partners II-A, L.P.
(X) DLJ Offshore Partners II, C.V.
(X) DLJ Millennium Partners, L.P.
(X) DLJ Millennium Partners-A, L.P.
(X) DLJ Diversified Partners, Inc.
(X) DLJ Diversified Partners, L.P.
(X) DLJ Diversified Partners-A, L.P.
(X) DLJMB Funding II, Inc.
(X) DLJ LBO Plans Management Corporation
(X) UK Investment Plan 1997 Partners
(X) DLJ First ESC, L.P.
(X) DLJ ESC II, L.P.
(X) DLJ EAB Partners, L.P.
<PAGE>
Page 29 of 29 Pages
Item 8. Identification and Classification of Members of the Group. N/A
---------------------------------------------------------
Item 9. Notice of Dissolution of Group: N/A
------------------------------
Item 10. Certification:
-------------
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
Date: March 10, 2000 AXA Financial, Inc.*
/s/ Alvin H. Fenichel
--------------------------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among AXA Financial, Inc., AXA Conseil
Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances
Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement
Schedule 13G is filed on behalf of each of them.
EXHIBIT I
JOINT FILING AGREEMENT
----------------------
Each of the undersigned hereby agrees that the
Schedule 13G filed herewith is filed jointly, pursuant to
Rule 13d-1(f)(1) of the Securities Exchange Act of 1934,
as amended on behalf of each of them.
Dated: March 10, 2000
AXA Financial, Inc.
BY: /s/ Alvin H. Fenichel
-------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle;
AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance
Mutuelle, as a group, and AXA
Signed on behalf of each of the above entities
BY: /s/ Alvin H. Fenichel
-----------------------------------------
Alvin H. Fenichel
Attorney-in-Fact
(Executed pursuant to Powers of Attorney)
<PAGE>
Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that Donaldson, Lufkin & Jenrette, Inc., a
Delaware corporation; DLJ CAPITAL INVESTORS, INC., a
Delaware corporation; DLJ Merchant Banking Partners II, L.P., a Delaware
limited partnership.; DLJ Merchant Banking Partners II-A, L.P., a Delaware
limited partnership.; DLJ Offshore Partners II, C.V., a Cayman Islands
limited partnership; DLJ Millennium Partners, L.P., a Delaware limited
partnership.; DLJ Millennium Partners-A, L.P., a Delaware limited partnership.;
DLJ Diversified Partners, Inc., a Delaware corporation; DLJ Diversified
Partners, L.P., a Delaware limited partnership.; DLJ Diversified Partners-A,
L.P., a Delaware limited partnership.; DLJMB Funding II, Inc., a Delaware
corporation; DLJ LBO Plans Management Corporation, a Delaware
corporation; UK Investment Plan 1997 Partners, a Delaware partnership;
DLJ First ESC, L.P., a Delaware limited partnership.; DLJ ESC II, L.P., a
Delaware limited partnership.; and DLJ EAB Partners, L.P., a Delaware limited
partnership. hereby constitutes and appoints Marjorie
White, from the date hereof until such time as this Power of Attorney is
revoked in writing, to act as its true and lawful agent and attorney-
in-fact with full power and authority, in the name of and on behalf of the
Company to execute, consent to, swear to, acknowledge, file, amend and/or
modify and deliver one or more filings on Schedule 13-G and any and all
subsequent filings made by or on behalf of the Securities and Exchange
Commission pursuant to the Securities Act and/or the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
DONALDSON, LUFKIN & JENRETTE, INC.
By:
---------------------------------------
Name: Marjorie White
Title: Vice President & Secretary
<PAGE>
DLJ CAPITAL INVESTORS, INC.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING PARTNERS II, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ OFFSHORE PARTNERS II, C.V.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MILLENNIUM PARTNERS, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
<PAGE>
DLJ MILLENNIUM PARTNERS-A, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ DIVERSIFIED PARTNERS, INC.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ DIVERSIFIED PARTNERS, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ DIVERSIFIED PARTNERS-A, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJMB FUNDING II, INC.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ LBO PLANS MANAGEMENT CORPORATION
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
<PAGE>
UK INVESTMENT PLAN 1997 PARTNERS
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ FIRST ESC, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ ESC II L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ EAB PARTNERS, L.P.
By:
---------------------------------------
Name: Ivy Dodes
Title: Vice President
