Schedule 14a Information
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other then the Registrant
[ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement |
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
[X] Definitive Proxy Statement |
[ ] Definitive Additional Materials |
[ ] Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
NEXTLINK Communications, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11 |
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(1) |
Title of each class of securities to which transaction applies:
N/ A |
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(2) |
Aggregate number of securities to which transaction applies: N/ A |
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(3) |
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined): N/ A |
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(4) |
Proposed maximum aggregate value of transaction: N/ A |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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(1) |
Amount Previously Paid: N/ A |
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(2) |
Form, Schedule or Registration Statement No.: N/ A |
April 24, 2000
Dear NEXTLINK Stockholder:
It is my pleasure to invite you to NEXTLINK Communications
2000 Annual Meeting of Stockholders. This years meeting
will be held at the Ritz-Carlton Hotel at Tysons Corner,
1700 Tysons Boulevard, McLean, Virginia 22102 on Wednesday,
May 24, 2000, at 9:00 a.m.
The formal notice of the meeting follows on the next page. It
lists the two items of business for the meeting:
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the election of 11 directors, and |
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the approval of an amendment to NEXTLINKs Certificate of
Incorporation to increase the number of authorized shares of
common stock, which is necessary to accommodate a proposed
two-for-one stock split. |
We were pleased to announce the stock split in February, which
the Board of Directors approved subject to your approval of the
increase in our authorized shares of common stock. To effect the
split we encourage you to vote for this proposal. If the proposal
is approved, the split will be paid in the form of a 100% stock
dividend on June 15, 2000 to holders of record on
June 1, 2000. We also encourage you to vote for the election
of each of the nominees for the Board of Directors.
Enclosed with this proxy statement are your proxy card and a copy
of the NEXTLINK Communications 1999 Annual Report.
Your vote is important. Whether or not you plan to attend the
meeting, we urge you to vote your shares by signing, dating and
mailing the enclosed proxy card in the postage-paid envelope
provided. Instructions for voting are contained on the proxy
card. If you attend the meeting and prefer to vote in person, you
may do so.
I look forward to seeing you at the meeting.
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Sincerely, |
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[SIGNATURE] |
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[SIGNATURE] |
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Daniel F. Akerson |
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Chairman and Chief Executive Officer |
TABLE OF CONTENTS
[NEXTLINK LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of NEXTLINK Communications,
Inc. will be held on Wednesday, May 24, 2000, at
9:00 a.m., at the Ritz-Carlton Hotel at Tysons Corner,
1700 Tysons Boulevard, McLean, Virginia, 22102 for the following
purposes:
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to elect 11 directors; |
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to consider and vote upon a proposed amendment to NEXTLINKs
Certificate of Incorporation to increase the number of shares of
authorized common stock from 460,000,000 to 1,120,000,000, as
described more fully in the accompanying proxy statement; and |
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to transact such other business as may properly come before the
meeting. |
Stockholders of record at the close of business on March 31,
2000 are entitled to notice of and to vote at the Annual
Meeting.
Whether or not you plan to attend the meeting, we urge you to
vote your shares by signing, dating and mailing the enclosed
proxy card in the envelope provided.
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By Order of the Board of Directors |
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[SIGNATURE] |
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Gary D. Begeman |
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Secretary |
McLean, Virginia
April 24, 2000
TABLE OF CONTENTS
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INFORMATION ABOUT THE ANNUAL MEETING |
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Information About Attending the Annual Meeting |
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Information About This Proxy Statement |
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Information About Voting |
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Information for NEXTLINK Employees Who Are Stockholders |
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Quorum Requirement |
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Information About Votes Necessary for Action to be Taken |
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Other Matters |
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PROPOSAL 1: ELECTION OF DIRECTORS |
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Nominees For Director |
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INFORMATION REGARDING CERTAIN DIRECTORSHIPS |
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MEETINGS AND COMMITTEES OF THE BOARD |
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DIRECTOR COMPENSATION |
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NEXTLINK COMMON STOCK OWNERSHIP |
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EXECUTIVE COMPENSATION |
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Summary Compensation Table |
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Option Grants in Last Fiscal Year |
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Aggregated Option Exercises and Fiscal Year-End Option Values |
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Employment Agreements and Other Arrangements |
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Certain Relationships and Related Transactions |
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Report of the Compensation Committee of the Board of Directors |
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Compensation Committee Interlocks and Insider Participation |
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Performance Graph |
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PROPOSAL 2: APPROVAL OF AN AMENDMENT TO NEXTLINKS
CERTIFICATE OF INCORPORATION |
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Purposes of Proposed Increase in the Number of Authorized Shares
of Common Stock and Proposed Two-for-One Common Stock Split |
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Effects of Proposed Increase in the Number of Authorized Shares
of Common Stock |
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Effects of Proposed Two-for-One Common Stock Split |
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Tax Effect of the Two-for-One Stock Split |
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Effective Date of Proposed Amendment and Issuance of Shares for
Stock Split |
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Amendment to Certificate of Incorporation |
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OTHER INFORMATION |
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Independent Public Accountants |
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Section 16(a) Beneficial Ownership Reporting Compliance |
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Stockholder Proposals for the 2001 Annual Meeting |
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NEXTLINKS Form 10-K |
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Expenses of Solicitation |
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2
NEXTLINK COMMUNICATIONS, INC.
1505 Farm Credit Drive, 6th Floor
McLean, Virginia 22102
INFORMATION ABOUT THE ANNUAL MEETING
Information About Attending the Annual Meeting
Our Annual Meeting will be held on Wednesday, May 24, 2000
at 9:00 a.m., at the Ritz-Carlton Hotel at Tysons
Corner, 1700 Tysons Boulevard, McLean, Virginia 22102.
Information About This Proxy Statement
We have sent you these proxy materials because NEXTLINKs
Board of Directors is soliciting your proxy to vote your shares
at the Annual Meeting. This proxy statement summarizes
information that we are required to provide to you under the
rules of the Securities and Exchange Commission and is designed
to assist you in voting your shares. On April 24, 2000, we
began mailing these proxy materials to all stockholders of record
of NEXTLINK as of March 31, 2000, the record date
established by NEXTLINKs Board of Directors in connection
with the Annual Meeting.
Information About Voting
Stockholders can vote in person at the Annual Meeting or by
proxy. To vote by proxy, sign, date and mail the enclosed proxy
card.
If you vote by proxy, the individuals named on the card (your
proxies) will vote your shares in the manner you indicate. You
may specify whether your shares should be voted for all, some or
none of the nominees for director and whether your shares should
be voted for or against the proposal to amend our Certificate of
Incorporation. If you sign and return the card without indicating
your instructions, your shares will be voted for the election of
each of the nominees for director and for the approval of the
amendment to our Certificate of Incorporation.
You may revoke or change your proxy at any time before it is
exercised by sending a written revocation to NEXTLINKs
Secretary, Gary D. Begeman, by providing a later dated proxy
or by voting in person at the meeting. Attendance at the Annual
Meeting does not constitute the revocation of a proxy.
Each holder of NEXTLINKs Class A common stock at the
close of business on March 31, 2000 has the right to one
vote per share, and each holder of NEXTLINKs Class B
common stock at the close of business on March 31, 2000 has
the right to ten votes per share, on each matter to be voted upon
by the stockholders at the Annual Meeting, other than the
election of the two directors nominated for election by the
holders of NEXTLINKs Series C cumulative convertible
participating preferred stock and Series D convertible
participating preferred stock. As of March 31, 2000, there
were 81,779,042 shares of Class A common stock outstanding
and 54,880,765 shares of Class B common stock outstanding.
The holders of Class A and Class B common stock
generally vote together on all matters as a single class. The
holders of Class A and Class B common stock, however,
will vote as separate classes on the proposal to amend
NEXTLINKs Certificate of Incorporation.
Each holder of NEXTLINKs Series C preferred stock and
Series D preferred stock at the close of business on
March 31, 2000 is entitled to one vote per share of
Class A common stock into which its shares of preferred
stock are convertible on the record date. As of March 31,
2000, there were 584,375 shares of Series C preferred stock
outstanding and 265,625 shares of Series D preferred stock
outstanding, which were convertible into a total of 13,438,735
shares of Class A common stock. The holders of Series C
and Series D preferred stock are entitled to vote those
shares together with the holders of Class A common stock on
each matter to be voted upon at the Annual Meeting, other than
the election of directors. The holders of Series C preferred
stock are entitled to vote their shares as a separate series for
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the election of one director nominated by the holders of
Series C preferred stock. The holders of Series D
preferred stock are entitled to vote their shares as a separate
series for the election of one director nominated by the holders
of Series D preferred stock.
Holders of NEXTLINKs 14% senior exchangeable redeemable
preferred stock and 6 1/2% cumulative convertible preferred
stock are not entitled to vote at the Annual Meeting.
Information for NEXTLINK Employees Who Are Stockholders
If you participate in and own NEXTLINK stock through
NEXTLINKs 401(k) Plan Savings and Retirement Plan, or the
401(k) Plan, you are entitled to direct the 401(k) Plan trustee
how to vote the shares allocated to your account. If you
participate in the 401(k) Plan and you do not return a proxy with
respect to 401(k) Plan shares, your 401(k) Plan shares will be
voted by the 401(k) Plan trustee in the same proportion as shares
held by the 401(k) Plan trustee for which voting instructions
have been received.
Quorum Requirement
A quorum is necessary to hold a valid meeting. For purposes of
the election of directors, a quorum will exist if holders of
shares of common stock representing a majority of the outstanding
votes entitled to be cast at the meeting are present in person
or by proxy. For purposes of the proposal to amend the NEXTLINK
Certificate of Incorporation, a quorum will exist if:
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holders of shares of Class A common stock and Series C
and Series D preferred stock representing a majority of the
outstanding votes entitled to be cast at the meeting are present
in person or by proxy, and |
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if holders of a majority of the outstanding shares of
Class B common stock are present in person or by proxy. |
Abstentions and broker non-votes are counted as present for
establishing a quorum. A broker non-vote occurs when a broker
votes on some matter on the proxy card but not on others because
the broker does not have the authority to do so.
Information About Votes Necessary for Action to be Taken
Nominees for director, other than the two directors nominated for
election by the Series C and Series D preferred stock,
will be elected at the meeting by a plurality of all the votes
cast by holders of Class A and Class B common stock,
voting together as a single class. The nominee for director
nominated for election by the holders of Series C preferred
stock who receives a plurality of the votes cast by the holders
of Series C preferred stock, voting as a separate series,
will be elected. The nominee for director nominated for election
by the holders of Series D preferred stock who receives a
plurality of the votes cast by the holders of Series D
preferred stock, voting as a separate series, will be elected.
Election by a plurality means that the nominees for director with
the most votes will be elected. In an uncontested election for
directors, the plurality requirement is not a factor. Abstentions
and broker non-votes will have no effect on the vote on the
election of directors.
Approval of the proposed amendment to our Certificate of
Incorporation increasing the number of authorized shares of
NEXTLINK common stock will require the affirmative vote of a
majority of the votes entitled to be cast by holders of:
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our Class A common stock and our Series C and
Series D preferred stock, voting together as a single class, |
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our Class B common stock, voting as a separate class, and |
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both classes of our common stock and our Series C and Series
D preferred stock, voting together as a single class. |
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Abstentions will not be counted either in favor of or against the
proposal, but will have the same effect as a vote against the
proposal.
Other Matters
The Board of Directors is not aware of any matter to be presented
at the Annual Meeting other than the proposals discussed in this
proxy statement. Under our Bylaws, generally no business besides
the proposals discussed in this proxy statement may be
transacted at the meeting. However, if any other matter properly
comes before the Annual Meeting, your proxies will act on such
matter in their discretion.
PROPOSAL 1: ELECTION OF DIRECTORS
NEXTLINKs Board of Directors consists of 11 directors.
Directors are elected annually and each director elected at the
Annual Meeting will serve a one-year term. We do not have a
classified or staggered board. Each director will hold office
until the first meeting of stockholders immediately following
expiration of his or her term of office and until his or her
successor is qualified and elected, or until his or her earlier
resignation or removal.
As provided in the terms of the Series C preferred stock,
the holders of the Series C preferred stock are entitled to
elect one director nominated by the holders of the Series C
preferred stock. As provided in the terms of the Series D
preferred stock, the holders of the Series D preferred stock
are entitled to elect one director nominated by the holders of
the Series D preferred stock. All other directors are
elected by the holders of Class A and Class B common
stock, voting together as a single class.
All of the nominees are currently directors. Nicholas
C. Forstmann was elected to the Board by the holders of
Series C preferred stock and Sandra J. Horbach was
elected to the Board by the holders of Series D preferred
stock on January 20, 2000. Joseph L. Cole and Nathaniel
A. Davis were elected to the Board by the other directors
on February 16, 2000.
The holders of Series C and Series D preferred stock
have informed NEXTLINK that they intend to vote all of their
respective shares of Series C and Series D preferred
stock to elect their respective nominees named in the following
table. Unless contrary instructions are given, valid proxies
received from holders of Class A and Class B common
stock will be voted to elect the other nine nominees named in the
following table. Although the Board anticipates that all of the
nominees will be available to serve as NEXTLINK directors, if any
of them does not accept the nomination, or otherwise is
unwilling or unable to serve, your proxies will vote for the
election of a substitute nominee or nominees designated by the
Board.
Nominees For Director
The names, ages and positions with NEXTLINK of the nominees for
director are listed below.
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Committee |
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Membership |
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Daniel F. Akerson |
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Chief Executive Officer and Chairman of the Board of Directors |
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Nathaniel A. Davis |
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President, Chief Operating Officer and Director |
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Joseph L. Cole |
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Director |
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Audit |
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Nicholas C. Forstmann(1) |
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Director |
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William A. Hoglund |
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Director |
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Compensation; Executive |
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Sandra J. Horbach(2) |
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Director |
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Audit |
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Nicolas Kauser |
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Director |
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Craig O. McCaw |
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Director |
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Sharon L. Nelson |
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Director |
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Audit |
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Jeffrey S. Raikes |
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Director |
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Dennis M. Weibling |
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Audit; Compensation; Executive |
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Nominee of holders of Series C preferred stock. |
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Nominee of holders of Series D preferred stock. |
Brief biographies of NEXTLINK directors are set forth below.
Daniel F. Akerson. Mr. Akerson has served as our
Chairman of the Board of Directors and Chief Executive Officer
since joining NEXTLINK in September 1999. Since
March 1996, he has been the Chairman of the Board of
Directors of Nextel Communications, Inc. From March 1996 to
July 1999, he was Chief Executive Officer of Nextel
Communications. From 1993 until March 1996, Mr. Akerson
served as a general partner of Forstmann Little & Co., a
private investment firm. While serving as a general partner of
Forstmann Little, Mr. Akerson also held the positions of
Chairman of the Board and Chief Executive Officer of General
Instrument Corporation, a technology company acquired by
Forstmann Little. From 1983 to 1993, Mr. Akerson held
various senior management positions with MCI Communications
Corporation, including president and chief operating officer. In
addition, Mr. Akerson is a member of Eagle River
Investments, LLC and he currently serves as a director of
American Express Company, America OnLine, Inc., and Nextel
International, Inc., a substantially wholly-owned subsidiary of
Nextel Communications.
Nathaniel A. Davis. Mr. Davis has served as our
President and Chief Operating Officer since joining NEXTLINK in
January 2000. In February 2000, he was elected to serve
on our Board of Directors. From October 1998 to
January 2000, Mr. Davis served as Vice President of
Technical Services for Nextel Communications, Inc. From
November 1996 to September 1998, Mr. Davis was
Chief Financial Officer of U.S. Operations at MCI. From
January 1994 to October 1996, he was Chief Operating
Officer of MCImetro, a subsidiary of MCI. From July 1992 to
December 1993, Mr. Davis was Senior Vice President of Access
Services for MCI. Mr. Davis currently serves as a director
of Mutual of America Capital Management Corporation and XM
Satellite Radio, Inc.
Joseph L. Cole. Mr. Cole has been a director of
NEXTLINK since February 2000. Since January 1999, he has
been Executive Vice President and General Counsel of Ampersand
Holdings, Inc., an investment firm. From 1984 to 1998, Mr. Cole
was a partner of the law firm of Seed, Mackall & Cole LLP,
where his practice emphasized corporate law.
Nicholas C. Forstmann. Mr. Forstmann has been a
director of NEXTLINK since January 2000. Since 1978, he has
been a general partner of Forstmann Little & Co., which he
co-founded. He also currently serves as a director of Yankee
Candle Company, Inc.
William A. Hoglund. Mr. Hoglund has been a
director of NEXTLINK since January 1997. From
January 2000 to February 2000, he served as
NEXTLINKs acting Chief Financial Officer. From
February 1996 to January 1997, he was an Executive Vice
President of NEXTLINK. Since January 1996, Mr. Hoglund
has been Vice President and Chief Financial Officer of Eagle
River Investments, LLC. Prior to joining Eagle River,
Mr. Hoglund was Managing Director of J.P. Morgan & Co.
in its investment banking group. Mr. Hoglund was employed by
J.P. Morgan & Co. from 1977 through 1995, focusing for the
last nine of those years on clients in the telecommunications,
cable and media industries. Mr. Hoglund is a member of Eagle
River Investments and he currently serves as a director of
Nextel Communications, Inc.
Sandra J. Horbach. Ms. Horbach has been a
director of NEXTLINK since January 2000. Since
January 1993, she has been a general partner of Forstmann
Little & Co. Ms. Horbach currently serves as a director
of Community Health Systems, Inc., Intelisys Electronic Commerce,
LLC and Yankee Candle Company, Inc.
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Nicolas Kauser. Mr. Kauser has been a director of
NEXTLINK since February 1999. From 1994 to 1998, he was an
Executive Vice President and Chief Technology Officer for
AT&T Wireless Services. From 1990 to 1994, Mr. Kauser
was Chief Technology Officer of McCaw Cellular Communications
Corporation. In May 1998, Mr. Kauser received the
prestigious Gold Prize awarded by the Carnegie Mellon Institute
and American Management Systems for excellence in the application
of information technology.
Craig O. McCaw. Mr. McCaw has been a director of
NEXTLINK since September 1994. From September 1994 to
July 1997, he was Chief Executive Officer of NEXTLINK. Since
1993, Mr. McCaw has been Chairman, Chief Executive Officer
and a member of Eagle River Investments, LLC. Mr. McCaw was
the founder, Chairman and Chief Executive Officer of McCaw
Cellular Communications Corporation, until the company was sold
to AT&T in August 1994. Since 1993, Mr. McCaw has
been Chairman and Co-Chief Executive Officer of Teledesic
Corporation, a developer of a worldwide satellite-based
telecommunications system. Mr. McCaw also currently serves
as a director of Nextel Communications, Inc. and Nextel
International, Inc.
Sharon L. Nelson. Ms. Nelson has been director of
NEXTLINK since September 1997. From 1985 to 1997, she was
Chairman of the Washington Utilities and Transportation
Commission. Ms. Nelson also served on the Federal-State
Joint Board on Universal Service created under the
Telecommunications Act of 1996 and as one of the 20-member
negotiating team appointed by the Governors of Washington, Idaho,
Oregon and Montana to review the Northwest electric power
system. Ms. Nelson currently serves as a member of the
Advisory Board of Covad Communications Group, Inc.
Jeffrey S. Raikes. Mr. Raikes has been a director of
NEXTLINK since September 1997. Since July 1996, he has
been a member of Microsoft Corporations Executive Committee
and, since January 1996, he has been Microsofts Group
Vice President, Sales and Marketing. From 1993 to January 1996,
Mr. Raikes was Microsofts Senior Vice President, North
America. Mr. Raikes is a member of the University of Nebraska
Foundation and a Trustee of the Washington State University
Foundation of Directors.
Dennis M. Weibling. Mr. Weibling has been a director
of NEXTLINK since January 1997. From September 1994 to
January 1997, he was Executive Vice President of NEXTLINK.
Since 1993, Mr. Weibling has been President of Eagle River
Investments, LLC. Mr. Weibling is a member of Eagle River
Investments and he currently serves as a director of Nextel
Communications Inc., Nextel International, Inc., Nextel Partners,
Inc., and Teledesic Corporation.
The Board of Directors recommends that you vote for all of the
nominees.
INFORMATION REGARDING CERTAIN DIRECTORSHIPS
Daniel F. Akerson. Pursuant to the terms of
Mr. Akersons employment agreement with NEXTLINK,
Mr. Akerson is entitled to be nominated to serve on the
Board of Directors and to hold the position of Chairman of the
Board of Directors.
Joseph L. Cole. Wendy P. McCaw and Craig O. McCaw are
parties to a NEXTLINK Stock Distribution Agreement effective as
of November 3, 1997, entered into in connection with a
portion of the settlement of a divorce action between Mr. and
Mrs. McCaw. Under the Stock Distribution Agreement,
Mrs. McCaw is entitled to designate one member of
NEXTLINKs Board of Directors. Eagle River Investments, LLC
and Mr. McCaw have agreed to vote, and to cause
Mr. McCaws affiliates to vote all of their respective
shares of NEXTLINK stock to support the election to the Board of
Directors of Mrs. McCaws designee. Mr. Cole is
Mrs. McCaws designee to the NEXTLINK Board of
Directors under the Stock Distribution Agreement.
Nicholas C. Forstmann and Sandra J. Horbach.
Mr. Forstmann and Ms. Horbach were elected to the Board
of Directors in connection with the investment by certain
Forstmann Little & Co. investment funds in NEXTLINK in the
form of Series C and Series D preferred stock. Pursuant
to their terms, the
7
holders of Series C and Series D preferred stock each
have the right to designate a nominee to the Board of Directors
and elect such nominee, each voting as a separate series, for so
long as 40% of the aggregate number of shares of Series C
and Series D preferred stock originally issued remain
outstanding. At such time as the aggregate number of outstanding
shares of Series C and Series D preferred stock is less
than 40% of the originally issued shares:
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the NEXTLINK Board of Directors shall cause the total number of
directors then constituting the entire Board to decrease by one
and the term of the director designated by the holders of the
Series C preferred stock shall cease, and |
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the holders of the Series C preferred stock shall be
entitled to designate one board observer, until such time as no
shares of Series C preferred stock are outstanding. |
At such time as the aggregate number of outstanding shares of
Series C and Series D preferred stock is less than 20%
of the originally issued shares:
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the NEXTLINK Board of Directors shall cause the total number of
directors then constituting the entire Board to decrease by one
and the term of the director designated by the holders of the
Series D preferred stock shall cease, and |
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the holders of the Series D preferred stock shall be
entitled to designate one board observer, until such time as no
shares of Series D preferred stock are outstanding. |
A director designated by either the holders of Series C or
Series D preferred stock may be removed, with or without cause,
only by the holders of that series.
So long as the holders of Series C preferred stock are
entitled to designate a member of NEXTLINKs Board of
Directors under the terms summarized above, the holders of
Series C preferred stock are not entitled to vote for the
election of any other NEXTLINK directors. Likewise, so long as
the holders of Series D preferred stock are entitled to
designate a member of NEXTLINKs Board of Directors under
the terms summarized above, the holders of Series D
preferred stock are not entitled to vote for the election of any
other NEXTLINK directors.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met eight times during 1999. In addition
to meetings of the full Board, directors also attended meetings
of Board committees. The Board of Directors has standing audit,
compensation and executive committees. There is no standing
nominating committee. In 1999, the Audit Committee and the
Compensation Committee each met twice. The Executive Committee
did not meet in 1999. All of the directors, except
Messrs. McCaw and Raikes, attended at least 75% of all the
meetings of the Board and those committees on which he or she
served during 1999. In addition to attending meetings, directors
discharge their responsibilities by review of company reports to
directors, visits to company facilities, and correspondence and
telephone conferences with company executive officers and other
employees regarding matters of interest and concern to NEXTLINK.
The Board of Directors and the committees of the Board also took
action by unanimous written consent on a number of occasions
during 1999.
Mr. Cole, Ms. Horbach, Ms. Nelson and
Mr. Weibling serve on the Audit Committee. The Audit
Committee is responsible for reviewing the services provided by
NEXTLINKs independent auditors on audits and proposed
audits of NEXTLINKs financial statements and reviewing the
need for internal auditing procedures and the adequacy of
internal controls.
Messrs. Hoglund and Weibling serve on the Compensation
Committee. The Compensation Committee determines executive
compensation and stock option and cash bonus compensation awards
for all employees.
8
Messrs. Hoglund and Weibling serve on the Executive
Committee. The Executive Committee exercises all powers of the
Board between meetings of the Board, to the maximum extent
permitted by law, except those functions assigned to specific
committees or the Board as a whole.
During 1999, the Board of Directors formed a special committee to
supervise and review the negotiations of the terms of a proposed
transaction to purchase Eagle Rivers 50% interest in
INTERNEXT, L.L.C., a joint venture formed by NEXTLINK and Eagle
River, and to recommend to the full Board whether the final terms
of the transaction were in the best interest of NEXTLINK and its
stockholders. Ms. Nelson and Mr. Raikes serve on the
INTERNEXT Special Committee, which met eight times in 1999.
DIRECTOR COMPENSATION
Each director is entitled to reimbursement for out-of-pocket
expenses incurred for each meeting of the full Board or a
committee of the Board attended. In addition, Mr. Kauser
received $12,000 in 1999 for services as a member of the Board.
NEXTLINKs Stock Option Plan permits grants and awards to
non-employee directors, and NEXTLINK in the past has granted
options to directors who are not affiliated with NEXTLINK, other
than in connection with their service on the Board of Directors,
or one of its significant stockholders. During 1999, the
Compensation Committee granted to Mr. Kauser an option to
purchase 800,000 shares of Class A common stock, which vests
ratably in four equal installments over four years, and a
fully-vested option to purchase 75 shares of Class A common
stock, in contemplation of Mr. Kausers involvement
with NEXTLINKs technology strategy and in the investigation
of possible corporate development opportunities on behalf of
NEXTLINK. Because Mr. Kausers future involvement with
these activities will not be as extensive as originally planned,
he has agreed to modify the option to purchase 800,000 shares of
stock to provide for an option to purchase 260,000 shares of
stock, 200,000 shares of which vested on the first anniversary of
the date of grant, and 20,000 shares of which will vest on each
of the second, third and fourth anniversaries of the date of
grant. In 1997, the Compensation Committee granted to each of
Ms. Nelson and Mr. Raikes an option to purchase 44,137
shares of Class A common stock, each of which vests ratably
in four equal installments over four years.
As compensation for their service on the INTERNEXT Special
Committee, Ms. Nelson and Mr. Raikes are entitled to $1,500
for each day in which they spend a material portion of their
business day on matters related to the service on the committee.
No amounts were paid in 1999 in connection with such service.
9
NEXTLINK COMMON STOCK OWNERSHIP
The following table sets forth information, as of March 31,
2000, with respect to the beneficial ownership of NEXTLINKs
capital stock by (1) each member of the Board of Directors,
(2) each of the individuals who served as Chief Executive
Officer of NEXTLINK during 1999 and each of the executive
officers named in the executive compensation tables that follow,
and (3) all directors and executive officers as a group.
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Shares Beneficially Owned(1) |
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Amount and |
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Percent of |
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Nature of |
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Percent of |
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Total Shares |
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Percent of Total |
Name |
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Title of Class |
|
Ownership |
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Class(%) |
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Outstanding(%) |
|
Voting Power(%) |
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Daniel F. Akerson(2) |
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Class A |
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0 |
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0 |
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Class B |
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0 |
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0 |
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0 |
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0 |
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Nathaniel A. Davis |
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Class A |
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35 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Joseph L. Cole(3) |
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Class A |
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900 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Nicholas C. Forstmann(4) |
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Class A |
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13,438,735 |
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14.11 |
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Class B |
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0 |
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0 |
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8.95 |
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2.09 |
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William A. Hoglund(5) |
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Class A |
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3,057,447 |
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3.74 |
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Class B |
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33,881,789 |
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61.74 |
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27.03 |
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54.22 |
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Sandra J. Horbach(4) |
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Class A |
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13,438,735 |
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14.11 |
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Class B |
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0 |
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0 |
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8.95 |
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2.09 |
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Nicolas Kauser(6) |
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Class A |
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218,225 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Craig O. McCaw(7) |
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Class A |
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3,040,740 |
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3.72 |
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Class B |
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34,726,283 |
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63.28 |
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27.64 |
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55.55 |
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Sharon L. Nelson(8) |
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Class A |
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22,066 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Jeffrey S. Raikes(9) |
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Class A |
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122,066 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Dennis M. Weibling(10) |
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Class A |
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3,030,500 |
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3.71 |
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Class B |
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33,881,789 |
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61.74 |
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27.01 |
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54.21 |
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Steven W. Hooper(11) |
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Class A |
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446,084 |
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* |
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Class B |
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117,650 |
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* |
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* |
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* |
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Wayne M. Perry(12) |
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Class A |
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296,098 |
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* |
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Class B |
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117,650 |
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* |
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* |
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* |
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R. Gerard Salemme(13) |
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Class A |
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79,700 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Dennis OConnell(14) |
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Class A |
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75,050 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Jan Loichle(15) |
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Class A |
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267,992 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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Michael McHale(16) |
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Class A |
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177,900 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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10
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Shares Beneficially Owned(1) |
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Amount and |
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Percent of |
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|
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Nature of |
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Percent of |
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Total Shares |
|
Percent of Total |
Name |
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Title of Class |
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Ownership |
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Class(%) |
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Outstanding(%) |
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Voting Power(%) |
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Kathleen H. Iskra(17) |
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Class A |
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218,958 |
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* |
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Class B |
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0 |
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0 |
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* |
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* |
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All directors and executive officers as a group (21 persons)(18) |
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Class A |
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18,105,227 |
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18.77 |
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Class B |
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34,961,583 |
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63.70 |
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35.06 |
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56.99 |
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(1) |
Under the rules of the Securities and Exchange Commission, a
person is deemed to be the beneficial owner of a security if such
person, directly or indirectly, has or shares the power to vote
or direct the voting of such security or the power to dispose or
direct the disposition of such security. A person is also deemed
to be a beneficial owner of any securities if that person has the
right to acquire beneficial ownership within 60 days after
March 31, 2000. Accordingly, more than one person may be
deemed to be a beneficial owner of the same securities. Unless
otherwise indicated by footnote, the named individuals have sole
voting and investment power with respect to the shares of
NEXTLINK common stock beneficially owned. |
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(2) |
Beneficial ownership information for Mr. Akerson, who is a
member of Eagle River Investments, LLC, does not include shares
of NEXTLINK stock held by Eagle River Investments. |
|
(3) |
Beneficial ownership information for Mr. Cole, who is an
executive officer of Ampersand Holdings, Inc., does not include
shares of NEXTLINK stock beneficially held by Wendy P.
McCaw. |
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(4) |
Represents 584,375 shares of Series C preferred stock held
by Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-VII, L.P., a Delaware limited
partnership, or MBO-VII, 265,075 shares of Series D
preferred stock held by Forstmann Little & Co. Equity
Partnership-VI, L.P., a Delaware limited partnership, or
Equity-VI, and 550 shares of Series D preferred stock held
by FL Fund, LP, a Delaware limited partnership, which, as of
March 31, 2000, were convertible into a total of 13,438,735
shares of Class A common stock. FLC XXXIII Partnership, a
New York general partnership, is the general partner of MBO-VII.
FLC XXXII Partnership, L.P., a New York limited partnership, is
the general partner of Equity-VI. FLC XXXI Partnership, L.P., a
New York limited partnership, is the general partner of FL Fund.
Mr. Forstmann and Ms. Horbach, who are general partners
of FLC XXXIII Partnership, FLC XXXII Partnership, L.P. and the
general partner of FLC XXXI Partnership, L.P., each disclaim
beneficial ownership of all securities of NEXTLINK held by the
Forstmann Little partnerships, except to the extent of their
respective pecuniary interest therein. |
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(5) |
Includes 3,027,500 shares of Class A Common Stock held by
the Eagle River Trust, an irrevocable trust of which Eagle River
Investments, LLC is the sole beneficiary. The Bank of America
Trust Company of Delaware, N.A., as trustee of the Eagle River
Trust, has sole voting power over such shares and has been
irrevocably instructed by Eagle River Investments, LLC to sell
the shares in increments of 17,500 per day. Also includes 6,500
shares of Class A Common Stock that Mr. Hoglund holds
as trustee of trusts for the benefit of his children and
33,881,789 shares of Class B Common Stock held by Eagle
River Investments, LLC. Mr. Hoglund, who is an officer and
a member of Eagle River Investments, LLC, disclaims beneficial
ownership of all securities of NEXTLINK held by Eagle River
Investments and the trusts for the benefit of his children,
except to the extent of his pecuniary interest therein. |
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(6) |
Includes 200,225 shares of Class A common stock obtainable
as of March 31, 2000 or 60 days thereafter by
Mr. Kauser upon the exercise of nonqualified stock options. |
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(7) |
Includes 3,027,500 shares of Class A Common Stock held by
the Eagle River Trust, an irrevocable trust of which Eagle River
Investments, LLC is the sole beneficiary. The Bank of America
Trust Company of Delaware, N.A., as trustee of the Eagle River
Trust, has sole voting power over such shares and has been
irrevocably instructed by Eagle River Investments, LLC to sell
the shares in increments of 17,500 per day. Also includes 13,240
shares of Class A common stock obtainable as of |
11
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March 31, 2000 or 60 days thereafter by Eagle River,
Inc., an affiliate of Eagle River Investments, LLC, upon the
exercise of nonqualified stock options and 33,881,789 shares of
Class B Common Stock held beneficially by Mr. McCaw as
a result of his ownership interests in Eagle River Investments,
LLC. Pursuant to the terms of the Stock Distribution Agreement
between Craig O. McCaw and Wendy P. McCaw,
Mr. McCaw holds a proxy to vote the number of shares of
NEXTLINK stock held by Mrs. McCaw that, when added to all
NEXTLINK capital stock held by Mr. McCaw or any of his
affiliates or over which they have voting rights, are necessary
for Mr. McCaw to hold 51% of the voting power of NEXTLINK.
Mr. McCaw also holds a proxy to vote all 226,244 shares of
Class B common stock held by his brother, Keith W.
McCaw. No shares owned or controlled by Wendy P. McCaw or
Keith W. McCaw are included in the beneficial holdings of
Craig O. McCaw. |
|
(8) |
Represents shares of Class A common stock obtainable as of
March 31, 2000 or 60 days thereafter by Ms. Nelson
upon the exercise of nonqualified stock options. |
|
(9) |
Includes 22,066 shares of Class A common stock obtainable as
of March 31, 2000 or 60 days thereafter by
Mr. Raikes upon the exercise of nonqualified stock options. |
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|
(10) |
Includes 3,027,500 shares of Class A Common Stock held by
the Eagle River Trust, an irrevocable trust of which Eagle River
Investments, LLC is the sole beneficiary. The Bank of America
Trust Company of Delaware, N.A., as trustee of the Eagle River
Trust, has sole voting power over such shares and has been
irrevocably instructed by Eagle River Investments, LLC to sell
the shares in increments of 17,500 per day. Also includes 3,000
shares of Class A Common Stock that Mr. Weibling holds
as trustee of trusts for the benefit of his children and
33,881,789 shares of Class B Common Stock held by Eagle
River Investments, LLC. Mr. Weibling, who is an officer and
a member of Eagle River Investments, LLC, disclaims beneficial
ownership of all securities of NEXTLINK held by Eagle River
Investments and the trusts for the benefit of his children,
except to the extent of his pecuniary interest therein. |
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(11) |
Includes 332,484 shares of Class A common stock obtainable
as of March 31, 2000 or 60 days thereafter by
Mr. Hooper upon the exercise of nonqualified stock options
and 42,000 shares of Class A common stock held by
Mr. Hooper as trustee of trusts for the benefit of his
children. Beneficial ownership information for Mr. Hooper,
who is a member of Eagle River Investments, LLC, does not include
shares of NEXTLINK stock held by Eagle River Investments. |
|
(12) |
Includes 220,818 shares of Class A common stock obtainable
as of March 31, 2000 or 60 days thereafter by
Mr. Perry upon the exercise of nonqualified stock options
and 7,280 shares of Class A common stock held by
Mr. Perrys children. Mr. Perry disclaims
beneficial ownership of the shares held by his children.
Beneficial ownership information for Mr. Perry, who is a
member of Eagle River Investments, LLC, does not include shares
of NEXTLINK stock held by Eagle River Investments. |
|
(13) |
Includes 55,700 shares of Class A common stock obtainable as
of March 31, 2000 or 60 days thereafter by
Mr. Salemme upon the exercise of nonqualified stock options.
Beneficial ownership information for Mr. Salemme, who is a
member of Eagle River Investments, LLC, does not include shares
of NEXTLINK stock held by Eagle River Investments. |
|
(14) |
Represents shares of Class A common stock obtainable as of
March 31, 2000 or 60 days thereafter by
Mr. OConnell upon the exercise of nonqualified stock
options. |
|
(15) |
Includes 219,140 shares of Class A common stock obtainable
as of March 31, 2000 or 60 days thereafter by
Ms. Loichle upon the exercise of nonqualified stock options
and 2,200 shares held by members of Ms. Loichles
immediate family. |
|
(16) |
Includes 175,900 shares of Class A common stock obtainable
as of March 31, 2000 or 60 days thereafter by
Mr. McHale upon the exercise of nonqualified stock options. |
|
(17) |
Includes 190,478 shares of Class A common stock obtainable
as of March 31, 2000 or 60 days thereafter by
Ms. Iskra upon the exercise of nonqualified stock options,
and 2,000 shares of Class A common stock held in trust. |
12
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|
(18) |
Includes an aggregate of 1,266,099 shares of Class A common
stock obtainable as of March 31, 2000 or 60 days
thereafter by directors and executive officers as a group upon
the exercise of nonqualified stock options. Also includes
13,438,735 shares of Class A common stock in which 584,375
shares of Series C preferred stock held by Forstmann Little
& Co. Subordinated Debt and Equity Management Buyout
Partnership-VII, L.P., 265,075 shares of Series D preferred
stock held by Forstmann Little & Co. Equity Partnership-VI,
L.P., and 550 shares of Series D preferred stock held by FL
Fund, LP, were convertible as of March 31, 2000. See
footnote 3. |
The following table sets forth information, as of March 31,
2000, with respect to the beneficial ownership of NEXTLINKs
capital stock of persons known to NEXTLINK to be the beneficial
owners of more than five percent of a class of NEXTLINK common
stock (other than officers and directors). The information below
has been derived from reports filed with the Securities and
Exchange Commission by, or representations received from, the
holders.
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Shares Beneficially Owned(1) |
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Amount and |
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|
|
Percent of |
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|
|
|
|
|
Nature of |
|
Percent of |
|
Total Shares |
|
Percent of Total |
Name |
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Title of Class |
|
Ownership |
|
Class(%) |
|
Outstanding(%) |
|
Voting Power(%) |
|
|
|
|
|
|
|
|
|
|
|
Eagle River Investments, LLC(2) |
|
|
Class A |
|
|
|
3,027,500 |
|
|
|
3.70 |
|
|
|
|
|
|
|
|
|
|
2300 Carillon Point |
|
|
Class B |
|
|
|
33,881,789 |
|
|
|
61.74 |
|
|
|
27.01 |
|
|
|
54.21 |
|
|
Kirkland, WA 98033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendy P. McCaw(3) |
|
|
Class A |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
c/o Ampersand Telecom, LLC |
|
|
Class B |
|
|
|
19,445,298 |
|
|
|
35.43 |
|
|
|
14.23 |
|
|
|
30.84 |
|
|
1332 Anacapa, Suite 200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Santa Barbara, CA 93101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Putnam Investments, Inc.(4) |
|
|
Class A |
|
|
|
19,327,535 |
|
|
|
23.63 |
|
|
|
|
|
|
|
|
|
|
One Post Office Square |
|
|
Class B |
|
|
|
0 |
|
|
|
0 |
|
|
|
14.14 |
|
|
|
3.06 |
|
|
Boston, MA 02109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-VII, L.P.(5) |
|
|
Class A |
|
|
|
8,286,423 |
|
|
|
9.20 |
|
|
|
|
|
|
|
|
|
|
c/o Forstmann Little & Co. |
|
|
Class B |
|
|
|
0 |
|
|
|
0 |
|
|
|
5.72 |
|
|
|
1.30 |
|
|
767 Fifth Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR Capital(6) |
|
|
Class A |
|
|
|
5,410,375 |
|
|
|
6.62 |
|
|
|
|
|
|
|
|
|
|
82 Devonshire Street |
|
|
Class B |
|
|
|
0 |
|
|
|
0 |
|
|
|
3.96 |
|
|
|
* |
|
|
Boston, MA 02109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forstmann Little & Co. Equity Partnership-VI, L.P.(7) |
|
|
Class A |
|
|
|
5,141,644 |
|
|
|
5.92 |
|
|
|
|
|
|
|
|
|
|
c/o Forstmann Little & Co. |
|
|
Class B |
|
|
|
0 |
|
|
|
0 |
|
|
|
3.63 |
|
|
|
* |
|
|
767 Fifth Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Prudential Insurance Company of America(8) |
|
|
Class A |
|
|
|
4,169,682 |
|
|
|
5.10 |
|
|
|
|
|
|
|
|
|
|
751 Broad Street |
|
|
Class B |
|
|
|
0 |
|
|
|
0 |
|
|
|
3.05 |
|
|
|
* |
|
|
Newark, NJ 07102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jennison Associates, LLC(9) |
|
|
Class A |
|
|
|
4,116,600 |
|
|
|
5.03 |
|
|
|
|
|
|
|
|
|
|
466 Lexington Avenue |
|
|
Class B |
|
|
|
0 |
|
|
|
0 |
|
|
|
3.01 |
|
|
|
* |
|
|
New York, NY 10017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
(1) |
Under the rules of the Securities and Exchange Commission, a
person is deemed to be the beneficial owner of a security if such
person, directly or indirectly, has or shares the power to vote
or direct the voting of such security or the power to dispose or
direct the disposition of such security. A person is also deemed
to be a beneficial owner of any securities if that person has the
right to acquire beneficial ownership within 60 days after
March 31, 2000. Accordingly, more than one person may be
deemed to be a beneficial owner of the same securities. Unless
otherwise indicated by footnote, the named individuals have sole
voting and investment power with respect to the shares of
NEXTLINK common stock beneficially owned. |
|
(2) |
The 3,027,500 shares of Class A Common Stock represents
shares held by the Eagle River Trust, an irrevocable trust of
which Eagle River Investments, LLC is the sole beneficiary. The
Bank of America Trust Company of Delaware, N.A., as trustee of
the Eagle River Trust, has sole voting power over such shares and
has been irrevocably instructed by Eagle River Investments, LLC
to sell the shares in increments of 17,500 per day. Eagle River
Investments, LLC has pledged substantially all of its shares of
Class B common stock to secure a credit arrangement. |
|
(3) |
As reported in the most recent amendment to Schedule 13D and
representations of Wendy P. McCaw, Wendy P. McCaw, the
managing member of Ampersand Telecom, LLC, has sole voting and
dispositive power with respect to such shares, subject to the
proxy held by Craig O. McCaw. |
|
(4) |
As reported in the most recent amendment to Schedule 13G of
Putnam Investments, Inc., of this amount, 18,593,875 shares are
beneficially held by Putnam Investment Management, Inc. and
733,660 shares are held by Putnam Advising Company, Inc., which
is the investment advisor to Putnams Institutional clients. |
|
(5) |
As reported in the Schedule 13D of Forstmann Little &
Co. Subordinated Debt and Equity Management Buyout
Partnership-VII, L.P., a Delaware limited partnership, or
MBO-VII, MBO-VII directly owns 584,375 shares of Series C
preferred stock, which, as of March 31, 2000, pursuant to
the terms of such stock, were convertible into 8,243,698 shares
of Class A common stock. FLC XXXIII Partnership, a New York
general partnership, is the general partner of MBO-VII.
Theodore J. Forstmann, Nicholas C. Forstmann, a
NEXTLINK director, Sandra J. Horbach, a NEXTLINK director,
Thomas H. Lister, Winston W. Hutchins, S. Joshua
Lewis, Jamie C. Nicholls and Tywana LLC, a North Carolina
limited liability company, are the general partners of FLC
XXXIII. Accordingly, each of the individuals named above, other
than Mr. Lewis, for the reasons described below, may be
deemed the beneficial owners of shares owned by MBO-VII.
Mr. Lewis does not have any voting or investment power with
respect to, or any economic interest in, the shares of
Series C preferred stock held by MBO-VII, and, accordingly,
Mr. Lewis is not deemed to be the beneficial owner of these
shares. |
|
(6) |
As reported in the most recent amendment to Schedule 13G of
FMR Corp., of this amount, 5,352,775 shares are beneficially held
by: Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR, as a result of acting as an investment
advisor, Edward C. Johnson 3d, Chairman of FMR, and owner of
12.0% of its outstanding voting stock, and Abigail Johnson, a
director of FMR, and owner of 24.5% of its outstanding voting
stock. |
|
(7) |
As reported in the Schedule 13D of Forstmann Little &
Co. Equity Partnership-VI, L.P., a Delaware limited partnership,
or Equity-VI, Equity-VI directly owns 265,075 shares of
Series D preferred stock, which, as of March 31, 2000,
pursuant to the terms of such stock, were are convertible into
5,141,644 shares of Class A common stock. FLC XXXII
Partnership, L.P., a New York limited partnership, is the general
partner of Equity-VI. Theodore J. Forstmann,
Nicholas C. Forstmann, a NEXTLINK director, Sandra J.
Horbach, a NEXTLINK director, Thomas H. Lister,
Winston W. Hutchins, S. Joshua Lewis, Jamie C.
Nicholls and Tywana LLC, a North Carolina limited liability
company, are the general partners of FLC XXXII. Accordingly, each
of the individuals named above, other than Mr. Lewis, for the
reasons described below, may be deemed the beneficial owners of
shares owned by Equity-VI. Mr. Lewis does not have any
voting or investment power with respect to, or any |
14
|
|
|
economic interest in, the shares of Series D preferred stock
held by Equity-VI, and, accordingly, Mr. Lewis is not
deemed to be the beneficial owner of these shares. |
|
(8) |
As reported in the Schedule 13G of The Prudential Insurance
Company of America, such shares are held for the benefit of the
beneficial holders clients by its separate accounts,
externally managed accounts, registered investment companies,
subsidiaries and for other affiliates. |
|
(9) |
As reported in the Schedule 13G of Jennison Associates, LLC,
Jennison Associates is the wholly-owned subsidiary of The
Prudential Insurance Company of America. Prudential may be deemed
to have the power to exercise or to direct the exercise of such
voting or dispositive power that Jennison Associates may have
with respect to such stock. Jennison Associates does not jointly
file with Prudential beneficial ownership reports with the
Securities and Exchange Commission. Consequently, such shares may
be included in shares reported in beneficial ownership reports
filed with the Securities and Exchange Commission by Prudential. |
|
* |
Less than 1%. |
15
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the fiscal years ended
December 31, 1999, 1998 and 1997, individual compensation
information for each of the individuals who served as Chief
Executive Officer of NEXTLINK during 1999, each of the four most
highly compensated executive officers of NEXTLINK who were
serving as executive officers at December 31, 1999, and one
former executive officer who was not serving as an executive
officer at December 31, 1999, but who was one of the four
most highly compensated executive officers at NEXTLINK during
1999 (the Named Executive Officers).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term |
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Compensation |
|
Securities |
|
All Other |
|
|
|
|
|
|
Underlying Options |
|
Compensation |
|
|
|
|
Salary($) |
|
Bonus($)(1) |
|
(#)(2) |
|
($)(3) |
|
|
|
|
|
|
|
|
|
|
|
Daniel F. Akerson |
|
|
1999 |
|
|
|
132,692 |
|
|
|
300,000 |
|
|
|
3,000,000 |
|
|
|
|
|
|
Chief Executive Officer and Chairman |
|
|
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the Board(4) |
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven W. Hooper |
|
|
1999 |
|
|
|
173,833 |
|
|
|
100,000 |
|
|
|
1,000,000 |
|
|
|
|
|
|
Former Chief Executive Officer(4) |
|
|
1998 |
|
|
|
8,023 |
(5) |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
220,668 |
|
|
|
|
|
|
|
|
|
|
Wayne M. Perry |
|
|
1999 |
|
|
|
12,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Chief Executive Officer(4) |
|
|
1998 |
|
|
|
8,023 |
|
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
882,672 |
|
|
|
|
|
|
|
|
|
|
R. Gerard Salemme |
|
|
1999 |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
150 |
|
|
|
8,510 |
|
|
Senior Vice President, Regulatory and |
|
|
1998 |
|
|
|
212,885 |
|
|
|
410,000 |
(7) |
|
|
225,000 |
|
|
|
8,000 |
|
|
Legislative Affairs(6) |
|
|
1997 |
|
|
|
126,154 |
|
|
|
|
|
|
|
132,400 |
|
|
|
|
|
|
|
|
|
|
Dennis OConnell |
|
|
1999 |
|
|
|
216,346 |
|
|
|
139,050 |
|
|
|
150,000 |
|
|
|
|
|
|
President, North Region(8) |
|
|
1998 |
|
|
|
161,250 |
|
|
|
176,887 |
(9) |
|
|
380,550 |
|
|
|
|
|
|
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan Loichle |
|
|
1999 |
|
|
|
185,500 |
|
|
|
96,087 |
|
|
|
|
|
|
|
8,000 |
|
|
Vice President, Chief Integration Officer(10) |
|
|
1998 |
|
|
|
180,077 |
|
|
|
92,874 |
|
|
|
360,150 |
|
|
|
8,000 |
|
|
|
|
1997 |
|
|
|
123,424 |
|
|
|
65,938 |
|
|
|
63,554 |
|
|
|
6,476 |
|
|
|
|
|
|
Michael McHale |
|
|
1999 |
|
|
|
177,000 |
|
|
|
91,684 |
|
|
|
40,000 |
|
|
|
|
|
|
Vice President, President Carrier Sales(11) |
|
|
1998 |
|
|
|
155,769 |
|
|
|
81,759 |
|
|
|
150,150 |
|
|
|
|
|
|
|
|
1997 |
|
|
|
7,500 |
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
Kathleen H. Iskra |
|
|
1999 |
|
|
|
187,250 |
|
|
|
96,994 |
|
|
|
|
|
|
|
8,000 |
|
|
Former Vice President and Chief Financial |
|
|
1998 |
|
|
|
180,077 |
|
|
|
92,847 |
|
|
|
380,150 |
|
|
|
8,000 |
|
|
Officer(12) |
|
|
1997 |
|
|
|
126,923 |
|
|
|
68,100 |
|
|
|
63,554 |
|
|
|
6,130 |
|
|
|
(1) |
Includes bonuses for the corresponding fiscal years that were
paid subsequent to the stated calendar year end. |
|
(2) |
Represents options to acquire shares of Class A common
stock. |
|
(3) |
Represents contributions made by NEXTLINK on behalf of the
executive officer under NEXTLINKs 401(k) Saving and
Retirement Plan. |
|
(4) |
NEXTLINK appointed Mr. Akerson Chief Executive Officer and
Chairman of the Board of Directors in September 1999. From
March 1999 to September 1999, Mr. Hooper was
NEXTLINKs Chief Executive Officer. Until March 1999,
Mr. Perry was NEXTLINKs Chief Executive Officer. From
July 1997 to September 1999, Mr. Hooper was NEXTLINKs
Chairman of the Board. |
|
(5) |
Represents fees paid to Mr. Hooper for service as Chairman
of the Board. |
|
(6) |
Salary, bonus and 401(k) Plan payments are made to Communications
Consultants, Inc., which employs Mr. Salemme and from which
we retain Mr. Salemme for service as NEXTLINKs |
16
|
|
|
Senior Vice President, Regulatory and Legislative Affairs. See
Certain Relationships And Related Transactions. |
|
(7) |
Includes a signing bonus paid in 1998 at Mr. Salemmes
one-year anniversary. |
|
(8) |
Mr. OConnell was appointed President, North Region in
January 2000. From April 1998 to January 2000, he
was President, Northeast Region and, from June 1999 to
January 2000, he was President, North American Operations. |
|
(9) |
Includes a $75,000 signing bonus. |
|
(10) |
Effective June 1999, Ms. Loichle was appointed Vice
President, Chief Integration Officer. Prior to that date,
Ms. Loichle was Vice President, Chief of Local Exchange
Operations. |
|
(11) |
Mr. McHale was appointed Vice President,
President Carrier Sales in January 2000. From
October 1999 to January 2000, he was Vice President,
National Sales and, from November 1997 to October 1999,
he was Vice President, Chief Marketing Officer. Mr. McHale
resigned from his position as Vice President,
President Carrier Sales effective March 31,
2000. |
|
(12) |
Ms. Iskra resigned from her position as Vice President,
Chief Financial Officer effective December 1, 1999. |
Option Grants in Last Fiscal Year
Share and per share figures (including exercise or base price
figures) have been retroactively restated to reflect
NEXTLINKs 100% stock dividend, paid on August 27, 1999
to stockholders of record on August 18, 1999.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants |
|
|
|
|
|
Number of |
|
|
|
|
Securities |
|
% of Total |
|
|
|
|
Underlying |
|
Options Granted |
|
Exercise or |
|
|
|
|
Options |
|
to Employees in |
|
Base Price |
|
|
Name |
|
Granted(#) |
|
Fiscal Year(%) |
|
($/Sh) |
|
Expiration Date |
|
|
|
|
|
|
|
|
|
Daniel F. Akerson |
|
|
1,500,000 |
(1) |
|
|
11.31 |
|
|
|
0.01 |
|
|
|
September 20, 2009 |
|
|
|
|
1,500,000 |
(2) |
|
|
11.31 |
|
|
|
53.1875 |
|
|
|
September 20, 2009 |
|
|
|
|
|
|
Steven W. Hooper |
|
|
1,000,000 |
(3) |
|
|
7.54 |
|
|
|
20.4375 |
|
|
|
February 10, 2009 |
|
|
|
|
|
|
Wayne M. Perry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Gerald Salemme |
|
|
150 |
(4) |
|
|
0.0011 |
|
|
|
11.28125 |
|
|
|
January 4, 2009 |
|
|
|
|
|
|
Dennis OConnell |
|
|
150,000 |
(5) |
|
|
1.13 |
|
|
|
35.50 |
|
|
|
June 13, 2009 |
|
|
|
|
|
|
Jan Loichle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael McHale |
|
|
40,000 |
(5) |
|
|
0.30 |
|
|
|
35.50 |
|
|
|
June 13, 2009 |
|
|
|
|
|
|
Kathleen H. Iskra |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Additional columns below]
[Continued from above table, first column(s) repeated]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants |
|
|
|
|
|
|
|
|
Potential Realizable Value at Assumed |
|
|
Annual Rate of Stock Price Appreciation |
|
|
for Option Terms($) |
|
|
|
Name |
|
0% |
|
5% |
|
10% |
|
|
|
|
|
|
|
Daniel F. Akerson |
|
|
79,766,250 |
|
|
|
129,940,249 |
|
|
|
206,917,016 |
|
|
|
|
0 |
|
|
|
50,173,999 |
|
|
|
127,150,766 |
|
|
|
|
|
Steven W. Hooper |
|
|
0 |
|
|
|
12,853,034 |
|
|
|
32,572,112 |
|
|
|
|
|
Wayne M. Perry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Gerald Salemme |
|
|
0 |
|
|
|
1,484 |
|
|
|
3,366 |
|
|
|
|
|
Dennis OConnell |
|
|
0 |
|
|
|
3,348,864 |
|
|
|
8,486,679 |
|
|
|
|
|
Jan Loichle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael McHale |
|
|
0 |
|
|
|
893,030 |
|
|
|
2,263,114 |
|
|
|
|
|
Kathleen H. Iskra |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Granted on September 21, 1999 and vests over a three year
period at the rate of one-third per year from the date of grant,
and may not be exercised by Mr. Akerson before
September 21, 2002, unless his employment is terminated
before that date. |
|
(2) |
Granted on September 21, 1999 and vests over a four year
period at the rate of 25% per year from the date of grant. |
|
(3) |
Granted on February 11, 1999 and vests over a four year
period at the rate of 25% per year from the date of grant. |
|
(4) |
Granted on January 5, 1999 and was fully exercisable as of
the date of grant. |
|
(5) |
Granted on June 14, 1999 and vests over a four year period
at the rate of 25% per year from the date of grant. |
17
Aggregated Option Exercises and Fiscal Year-End Option Values
Share figures have been retroactively restated to reflect
NEXTLINKs 100% stock dividend, paid on August 27, 1999
to stockholders of record on August 18, 1999.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
|
|
|
|
|
Underlying Unexercised |
|
Value of Unexercised |
|
|
|
|
|
|
Options at |
|
In-the-Money Options at |
|
|
Shares |
|
|
|
Fiscal Year-End(#) |
|
Fiscal Year-End($) |
|
|
Acquired on |
|
Value |
|
|
|
|
Name |
|
Exercise(#) |
|
Realized($) |
|
Exercisable |
|
Unexercisable |
|
Exercisable |
|
Unexercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel F. Akerson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000,000 |
|
|
|
|
|
|
|
169,391,250 |
|
|
|
|
|
Steven W. Hooper |
|
|
|
|
|
|
|
|
|
|
140,818 |
|
|
|
1,000,000 |
|
|
|
11,137,254 |
|
|
|
62,625,000 |
|
|
|
|
|
Wayne M. Perry |
|
|
|
|
|
|
|
|
|
|
441,486 |
|
|
|
441,336 |
|
|
|
34,919,341 |
|
|
|
34,908,574 |
|
|
|
|
|
R. Gerald Salemme |
|
|
40,000 |
|
|
|
2,047,119 |
|
|
|
82,600 |
|
|
|
234,950 |
|
|
|
6,420,030 |
|
|
|
17,447,778 |
|
|
|
|
|
Dennis OConnell |
|
|
50,000 |
|
|
|
2,488,615 |
|
|
|
50,050 |
|
|
|
430,500 |
|
|
|
3,474,115 |
|
|
|
26,601,750 |
|
|
|
|
|
Jan Loichle |
|
|
75,950 |
|
|
|
4,763,602 |
|
|
|
159,726 |
|
|
|
259,788 |
|
|
|
11,187,991 |
|
|
|
18,482,067 |
|
|
|
|
|
Michael McHale |
|
|
|
|
|
|
|
|
|
|
185,900 |
|
|
|
204,250 |
|
|
|
13,493,314 |
|
|
|
13,360,578 |
|
|
|
|
|
Kathleen H. Iskra |
|
|
49,578 |
|
|
|
862,215 |
|
|
|
121,420 |
|
|
|
333,534 |
|
|
|
8,916,642 |
|
|
|
23,694,083 |
|
Employment Agreements and Other Arrangements
Daniel F. Akerson. We have entered into an employment
agreement with Mr. Akerson that provides for his employment as
Chairman of the Board and Chief Executive Officer through
September 20, 2002. It provides for an annual base salary of
$500,000, which may be increased annually by NEXTLINK, and for
an annual bonus of up to 100% of base salary, as determined by
the Board of Directors. Under the agreement, Mr. Akerson was
granted the following stock options:
|
|
|
|
|
a non-qualified option to purchase 1,500,000 shares of Class A
common stock, vesting annually in three equal amounts on
September 21, 2000, 2001 and 2002, which may not be exercised by
Mr. Akerson before September 21, 2002, unless his
employment is terminated before that date; and |
|
|
|
a non-qualified option to purchase 1,500,000 shares of Class A
common stock, vesting annually in four equal amounts on September
21, 2000, 2001, 2002 and 2003. |
If Mr. Akersons employment is terminated due to
permanent disability or death, his employment agreement provides
that one additional year of continuous employment from the date
of death or permanent disability will be applied to the stock
option vesting schedules. If Mr. Akersons employment
is constructively terminated, or if specified events constituting
a change in control occur, then the unvested portion of the
options shall vest in full.
Mr. Akersons employment agreement also provides that
in the event of permanent disability during his employment term,
NEXTLINK will pay Mr. Akerson his existing base salary and
will make all of his benefit payments for a period of twelve
months following the date of the disability. In addition, it
provides that in the event that Mr. Akersons
employment is constructively terminated or is terminated upon a
change in control, NEXTLINK will pay Mr. Akerson his existing
base salary, annual bonus and benefits that he would have
received from the time of termination to the expiration of the
agreements initial term. Under certain circumstances,
NEXTLINK will make additional payments to Mr. Akerson for
taxes due with respect to any payments or benefits under his
agreement treated as an excess parachute payment
within the meaning of Section 280G of the Internal Revenue
Code or any comparable provision of state or local tax law.
Under the employment agreement, Mr. Akersons
employment is constructively terminated in the event of:
|
|
|
|
|
a reduction in his initial base salary or in the maximum
permitted annual bonus percentage, |
|
|
|
a material change in his responsibilities that is inconsistent
with his position, or |
|
|
|
the material breach of the agreement by NEXTLINK. |
18
Under the employment agreement, a change of control means the
occurrence of any of the following events, subject to certain
exceptions:
|
|
|
|
|
NEXTLINK merges with another company where the NEXTLINK
stockholders hold less than a majority of the combined voting
power of the company surviving the merger, other than a merger
with any entity in which Eagle River has invested $10 million; |
|
|
|
NEXTLINK sells all or substantially all of its assets to any
other company; |
|
|
|
51% or more of the outstanding voting stock of NEXTLINK is
acquired by a person, entity or group (within the
meaning of Rule 13d-5(b) under the Securities Exchange Act of
1934), other than Craig O. McCaw and his affiliates; and |
|
|
|
similar transactions or events. |
Mr. Akerson is subject to confidentiality and
non-competition restrictions during the employment term and for a
period of two years after the termination of the employment. In
the event that Mr. Akersons employment is
constructively terminated or is terminated upon a change in
control, he will not be subject to the non-competition
restrictions.
Steven W. Hooper. We have entered into an agreement with
Mr. Hooper that sets forth the terms under which
Mr. Hooper resigned as Chairman of the Board and Chief
Executive Officer and provides ongoing service to NEXTLINK. The
agreement may be terminated upon five months prior written notice
by either party. During Mr. Hoopers employment, the
agreement provides that NEXTLINK will continue to pay
Mr. Hooper his current salary and provide him with other
benefits to which he is currently entitled, and his stock options
shall vest at a rate of 20,833 shares per month.
Jan Loichle. We have entered into an agreement with Jan
Loichle in connection with her appointment as Vice President,
Chief Integration Officer. The agreement provides that, if
Ms. Loichle is employed with NEXTLINK as of
December 31, 2000, then as of that date all of her stock
options that remain unvested will vest immediately. In addition,
if Ms. Loichles employment is terminated by NEXTLINK
without cause, NEXTLINK will pay to her compensation that she
would otherwise receive under the agreement through
December 31, 2000 and all of her stock options will
immediately become fully vested. Under certain circumstances and
subject to certain conditions, in the event of a change of
control of NEXTLINK, the unvested portion of certain stock
options granted to Ms. Loichle will vest in full.
Kathleen H. Iskra. We have entered into an agreement with
Ms. Iskra that sets forth the terms under which
Ms. Iskra resigned as Vice President, Chief Financial
Officer, effective as of December 1, 1999, and provided
service to NEXTLINK following her resignation. During
Ms. Iskras employment, which terminated
January 31, 2000, the agreement provided that NEXTLINK would
continue to pay Ms. Iskra her then-current salary and
provide her with other benefits to which she was entitled, and
that, upon termination of Mr. Iskras employment, the
vesting of certain options would accelerate and the period of
time to exercise certain options would be extended.
Vesting of Stock Options in Connection With a Change of
Control of NEXTLINK. In recognition that the possibility of a
change of control exists and the desire to secure both the
present and future continuity of management, in
February 2000, the Board of Directors amended the NEXTLINK
Communications, Inc. Stock Option Plan to provide that in certain
circumstances unvested stock options granted under the plan will
vest in full in connection with a change of control of NEXTLINK.
Under the plan, options granted to non-affiliated directors will
vest in full immediately upon a change of control, and options
granted to employees whose employment is terminated without
cause, and certain officers (including those Named Executive
Officers who are currently executive officers of NEXTLINK) whose
employment is terminated without cause or for good reason, within
one year of the change of control will vest in full.
19
Under the plan, a change of control means the occurrence of any
of the following events, subject to certain exceptions:
|
|
|
|
|
NEXTLINK merges with another company where the NEXTLINK
stockholders hold less than a majority of the combined voting
power of the company surviving the merger, other than a merger
with an affiliate of Craig O. McCaw; |
|
|
|
NEXTLINK sells all or substantially all of its assets to any
other company, other than to Craig O. McCaw or his affiliates; |
|
|
|
51% or more of the outstanding voting stock of NEXTLINK is
acquired by a person, entity or group (within the
meaning of Rule 13d-5(b) under the Securities Exchange Act of
1934), other than Craig O. McCaw and his affiliates; and |
|
|
|
similar transactions or events |
Under the plan, good reason means the occurrence of any of the
following events:
|
|
|
|
|
significant, adverse change in duties, responsibilities and
authority; |
|
|
|
relocation of more than 30 miles; |
|
|
|
reduction of salary or bonus potential; and |
|
|
|
uncured breach of employers contractual obligations. |
In addition, the terms of certain options granted to
Messrs. Hooper, Perry and Salemme provide for accelerated
vesting in the event that Craig O. McCaw, or an entity or
entities he controls, no longer has control of a majority of the
votes of NEXTLINK. In addition, certain options granted to
Mr. Salemme provide for accelerated vesting upon the
happening of certain mergers, sales of substantially all of
NEXTLINKs assets, acquisitions of voting power of NEXTLINK,
and changes in the composition of NEXTLINKs Board of
Directions, or upon liquidation or dissolution of NEXTLINK.
Change of Control Retention Bonus and Severance Pay Plan.
In recognition that the possibility of a change of control exists
and the desire to secure both the present and future continuity
of management, in February 2000, the Board of Directors
adopted the NEXTLINK Communications, Inc. Change of Control
Retention Bonus and Severance Pay Plan. The plan provides for
payments in certain circumstances to executive officers and
certain members of senior management in connection with a change
of control of NEXTLINK.
Under the plan, if NEXTLINK enters into definitive agreement
providing for a change of control, a bona fide tender offer is
announced or specified events constituting a change in control
occur, eligible employees (including those Named Executive
Officers who are currently executive officers of NEXTLINK) will
receive a bonus payment, ranging from 50% of base salary to 150%
of base salary and targeted bonus, depending on the
employees position, payable one-half upon the effective
date of the change of control and one-half on the first
anniversary of the change of control.
In addition, under the plan, employees whose employment is
terminated without cause, and certain officers (including those
Named Executive Officers who are currently executive officers of
NEXTLINK) whose employment is terminated without cause or for
good reason, will receive severance payments ranging from 100% to
200% of base salary and targeted bonus, depending on the
employees position. Severance payments under the plan will
be reduced to the extent that an eligible employee is entitled to
severance payments under another agreement or arrangement. Under
certain circumstances, NEXTLINK will make additional payments to
eligible employees for certain excise taxes or taxes due with
respect to any payments or benefits under the plan treated as
contingent on a change in ownership or control under
applicable provisions of the Internal Revenue Code.
20
Under the plan, a change of control means the occurrence of any
of the following events, subject to certain exceptions:
|
|
|
|
|
NEXTLINK merges with another company where the NEXTLINK
stockholders hold less than a majority of the combined voting
power of the company surviving the merger, other than a merger
with an affiliate of Craig O. McCaw; |
|
|
|
NEXTLINK sells all or substantially all of its assets to any
other company, other than to Craig O. McCaw or his affiliates; |
|
|
|
51% or more of the outstanding voting stock of NEXTLINK is
acquired by a person, entity or group (within the
meaning of Rule 13d-5(b) under the Securities Exchange Act of
1934), other than Craig O. McCaw and his affiliates; and |
|
|
|
similar transactions or events |
Under the plan, good reason means the occurrence of any of the
following events:
|
|
|
|
|
significant, adverse change in duties, responsibilities and
authority; |
|
|
|
relocation of more than 30 miles; |
|
|
|
reduction of salary or bonus potential; and |
|
|
|
uncured breach of employers contractual obligations. |
Certain Relationships and Related Transactions
Craig O. McCaw and Eagle River Investments, LLC. In
March 1999, a wholly owned subsidiary of NEXTLINK acquired
all of the ownership interest of Falcon Administration, LLC, a
Washington limited liability company, from Bruce R. McCaw,
brother of Craig O. McCaw, a director and largest
stockholder of NEXTLINK. Falcon Administrations primary
asset is a Falcon 50 aircraft. NEXTLINK acquired Falcon
Administration for approximately $14.7 million, which was paid
upon closing of the transaction. The purchase price paid by
NEXTLINK approximated the amount paid by Bruce R. McCaw to
acquire Falcon Administration plus capital contributions made to
Falcon Administration for debt retirement, improvements and fees
associated with the Falcon 50 aircraft. Bruce R. McCaw
purchased Falcon Administration from Craig O. McCaw in
November 1997 for $3.6 million. Capital contributions made by
Bruce R. McCaw since that time totaled approximately $11.0
million. NEXTLINK considers the purchase price of Falcon
Administration to be comparable to the fair value of the assets
acquired, based on independent sale specifications of comparable
aircraft.
In June 1999, NEXTLINK acquired a corporation wholly-owned
by Craig O. McCaw by means of a merger with NEXTLINK in
exchange for 535,369 shares of NEXTLINKs Class B
common stock. Prior to the merger, this corporation owned 266,466
shares of Class B common stock and minority interests in
ten of NEXTLINKs operating subsidiaries. Acquisition of
this corporation results in NEXTLINK obtaining 100% ownership of
these subsidiaries, thereby eliminating additional accounting,
tax, reporting and corporate issues. NEXTLINK received an opinion
from the investment banking firm of Salomon Smith Barney stating
that the acquisition was on financial terms and conditions no
less favorable to NEXTLINK than those that could be obtained in a
comparable arms-length transaction.
In January 2000, we entered into an agreement to acquire the
50% interest that we do not currently own of INTERNEXT, L.L.C.
NEXTLINK and Eagle River Investments, LLC formed INTERNEXT to
hold interests in a national fiber optic network under
construction. The purchase price for this interest, payable to
Eagle River or its controlling affiliate, is approximately 3.4
million shares of the Class A common stock of the
corporation surviving the reorganization pursuant to which this
transaction will be consummated, which stock will be
substantially identical to our Class A common stock.
In March 2000, we retained an entity owned by Craig O. McCaw
to act as our agent with respect to the sale of our Falcon 50
aircraft, for which the entity will receive a commission equal to
one percent of
21
the sales price for the aircraft. In March 2000, we also
retained this entity to act as our agent with respect to the
purchase of a Falcon 900 aircraft, for which it will
received a commission of $50,000.
Craig O. McCaw owns a 20% interest and R. Gerard
Salemme owns an 80% interest in Communications Consultants, Inc.,
which employs Mr. Salemme and from which we retain
Mr. Salemme for service as NEXTLINKs Senior Vice
President, Regulatory and Legislative Affairs. See the
Summary Compensation Table for information regarding
payments to Communications Consultants.
Nextel Communications, Inc. In June 1999, we acquired
the 50% interest that Nextel Communications, Inc. held in
NEXTBAND, L.L.C., a joint venture that we and Nextel formed in
January 1998. Prior to the acquisition, NEXTBAND was owned
50% each by us and Nextel. NEXTBAND owns LMDS licenses in 42
markets throughout the U.S. The purchase price for Nextels
interest in NEXTBAND was approximately $137.7 million in cash. We
and Nextel determined the purchase price based on a formula
derived from the purchase price paid in our April 1999
acquisition of WNP Communications, Inc., which also owned LMDS
licenses. NEXTLINK received an opinion from the investment
banking firm of Salomon Smith Barney stating that the acquisition
was on financial terms and conditions no less favorable to
NEXTLINK than those that could be obtained in a comparable
arms-length transaction.
Mr. Akerson is the Chairman of Nextels Board of
Directors and Messrs. Hoglund, McCaw and Weibling are directors
of Nextel and serve on various committees of Nextels Board
of Directors. In addition, Mr. McCaw, through various
affiliates of his, has a significant ownership interest of
Nextel.
Other Relationships. Certain holders of NEXTLINK
securities, including Craig O. McCaw, Eagle River Investments,
LLC, Wendy P. McCaw and affiliates of Forstmann Little & Co.,
have the right to require NEXTLINK to register, under the
Securities Act of 1933, shares of Class A common stock
acquired by the holders. The holders also have the right to
include shares of Class A common stock held by them in
certain NEXTLINK registration statements.
Report of the Compensation Committee of the Board of Directors
NEXTLINKs compensation program is designed to attract and
retain qualified employees and to ensure that they have a
continuing stake in the long-term success of NEXTLINK. NEXTLINK
offers its employees a competitive compensation package that
includes a salary, incentives based upon individual and company
performance and health and other benefits. In addition, the Board
of Directors currently believes that NEXTLINKs success is
effectively promoted through a stock option program in which
substantially all employees are eligible to participate.
NEXTLINKs compensation policy for executive officers is
similar to that for other employees, and is designed to promote
continued performance and attainment of individual and company
goals. The Compensation Committee determined and administered the
compensation of NEXTLINKs executive officers during 1999.
The Committee is currently comprised of two non-employee
directors, Messrs. William A. Hoglund and Dennis M.
Weibling.
Executive Officer Compensation Philosophy. NEXTLINK
believes that compensation of executive officers should be
directly and materially linked to NEXTLINKs operating
performance and the interests of its stockholders. To implement
this philosophy, NEXTLINK combines base compensation with
incentive awards.
NEXTLINK sets executive officer salaries in line with the duties
and scope of responsibilities of each officers position and
the salaries paid to comparable officers by competitors in the
telecommunications industry. NEXTLINK periodically reviews
executive officer salaries and makes adjustments to reflect
individual performance or changes in position or
responsibilities.
Under NEXTLINKs incentive program for executive officers,
each officer is eligible to receive a discretionary bonus of up
to a target bonus objective ranging between 40% to 100% of base
salary, except in certain circumstances as determined by the
Board of Directors, based upon individual and company-wide
performance goals. For 1999, the Committee established revenue,
lines installed, earnings and other
22
financial and operating measures, including customer retention,
as an incentive for individual and company performance. The
Committee also recognized various qualitative factors, such as
demonstrated leadership ability.
NEXTLINK believes that stock option grants to executive officers
and other employees promote Company success by aligning the
financial interests of officers and other employees with the
long-term interests of the stockholders. Stock option grants are
based on various subjective factors primarily relating to the
responsibilities of each officer and employee and to his or her
expected future contribution. Although the Committee considers
the number of options previously awarded to and held by executive
officers and other employees, they were not determinative
factors in setting the size of 1999 option grants.
Section 162(m) of the Code generally disallows a tax
deduction to public companies for annual compensation over $1
million paid to each of the Named Executive Officers, except to
the extent such compensation qualifies as
performance-based. NEXTLINKs Stock Option Plan
is structured to allow for the grant of options that comply with
the performance-based exemption under Section 162(m) and
most stock options granted thereunder comply. None of
NEXTLINKs Named Executive Officers currently has a combined
salary and bonus potential in excess of $1 million. Since
NEXTLINK has been subject to the limits under
Section 162(m), none of the compensation attributable to the
Named Executive Officers has been non-deductible because of the
limits under Section 162(m). Although NEXTLINK intends to
maximize the deductibility of compensation to its Named Executive
Officers, NEXTLINK also believes that it is important to
maintain the flexibility to take actions with respect to
compensation it considers in the best interests of NEXTLINK and
its stockholders, which are necessarily based on considerations
in addition to Section 162(m). In 1999, in keeping with its
goal of attracting only the most highly qualified management
personnel and taking into consideration the extremely competitive
environment for management talent, NEXTLINK granted certain
stock options to Mr. Akerson with a strike price less than
the fair market value of the underlying Class A common stock
on the date of grant. As such, these stock options do not
qualify as performance-based and the compensation attributable to
them will not be deductible by NEXTLINK to the extent that, when
combined with Mr. Akersons other
non-performance-based compensation in the year of recognition,
such compensation exceeds the $1 million limit under
Section 162(m).
Chief Executive Officer Compensation. The Committee set
Mr. Akersons compensation with reference to his
employment agreement. The Committee awarded Mr. Akerson a
bonus of $300,000 based on his performance during that period of
1999 in which he served as Chief Executive Officer, with specific
consideration given to several significant transactions entered
into or negotiated during that period of time.
In setting the compensation of Messrs. Hooper and Perry for
the respective periods of time in which they served as Chief
Executive Officer during 1999, the Committee took into account
existing options to purchase NEXTLINK Class A common stock.
The Committee granted Mr. Hooper an option to purchase
1,000,000 shares of stock at the time that he assumed the
position of Chief Executive Officer. The Committee also focused
on the superior leadership in managing the business of
Messrs. Hooper and Perry, their respective experience in
leading companies in competitive segments of the
telecommunications industry, as well as NEXTLINKs financial
and operating performance.
|
|
|
COMPENSATION COMMITTEE |
|
|
William A. Hoglund |
|
Dennis M. Weibling |
23
Compensation Committee Interlocks and Insider Participation
From January 2000 to February 2000, William A. Hoglund
served as NEXTLINKs acting Chief Financial Officer. From
February 1996 to January 1997, he was an Executive Vice
President of NEXTLINK. From September 1994 to January 1997,
Dennis M. Weibling was Executive Vice President of NEXTLINK.
Performance Graph
The following graph depicts NEXTLINKs Class A common
stock from September 26, 1997, the date on which quotations
for the Class A common stock first appeared on the Nasdaq
National Market, through December 31, 1999, relative to the
performance of the S&P 400 and a self-constructed peer group
of communications companies. This group includes the following
companies: Qwest Communications International, Level 3
Communications, Inc., McLeodUSA, Inc., ICG Communications, Inc.
and Intermedia Communications. All indices shown in the graph
have been reset to a base of 100 as of September 26, 1997,
and assume an investment of $100 on that date and the
reinvestment of cash dividends, if any, paid since that date.
NEXTLINK has not paid cash dividends on its common stock.
[PERFORMANCE GRAPH]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEXTLINK |
|
S&P 400 |
|
Peer Index |
|
|
|
|
|
|
|
September 1997 |
|
|
$100.00 |
|
|
|
$100.00 |
|
|
|
$100.00 |
|
December 1997 |
|
|
$ 92.00 |
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$102.00 |
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$122.00 |
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December 1998 |
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$122.00 |
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$134.00 |
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$213.00 |
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December 1999 |
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$715.00 |
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$167.00 |
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$407.00 |
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PROPOSAL 2: APPROVAL OF AN AMENDMENT TO NEXTLINKS
CERTIFICATE OF INCORPORATION
On February 16, 2000, NEXTLINKs Board of Directors
approved a two-for-one stock split of the NEXTLINK Class A
and Class B common stock, to be effected in the form of a
100% stock dividend. Under Delaware law, NEXTLINK cannot effect
the stock split until it increases the number shares of common
stock that it is authorized to issue under its Certificate of
Incorporation. Consequently, in connection with the stock split,
the Board of Directors approved, declared advisable, and is
recommending to the stockholders for approval at the annual
meeting, an amendment to the first paragraph of Article 3 of
NEXTLINKs Certificate of Incorporation to:
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increase the total number of shares of common stock that the
Company is authorized to issue from 460,000,000 to 1,120,000,000, |
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increase the number of these 1,120,000,000 authorized shares
designated as Class A common stock from 400,000,000 to
1,000,000,000, |
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increase the number of these 1,120,000,000 authorized shares
designated as Class B common stock from 60,000,000 to
120,000,000. |
The full text of the proposed amendment to the Certificate of
Incorporation is set forth below. NEXTLINK is currently
authorized to issue 25,000,000 shares of preferred stock and the
proposed amendment will not affect this authorization.
Purposes of Proposed Increase in the Number of Authorized
Shares of Common Stock and Proposed Two-for-One Common Stock
Split
The Board of Directors believes it is desirable to increase the
number of shares common stock that NEXTLINK is authorized to
issue to:
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accomplish the proposed two-for-one stock split, and |
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provide NEXLINK with adequate flexibility to complete financings,
other stock splits or stock dividends, and acquisitions. |
Except for the proposed stock split, NEXTLINK has no present
commitments or agreements to issue additional shares of common
stock, or plans to make such commitments or enter into such
agreements, other than an agreement in connection with
NEXTLINKs October 1997 acquisition of Chadwick
Telecommunications Corporation to issue a total of
96,432 shares of Class A common stock to the former
shareholders of Chadwick in the event that certain performance
goals are achieved by March 31, 2002 and agreements with two
vendors to issue an immaterial number of shares in certain
circumstances. NEXTLINK also has shares of common stock reserved
for issuance upon conversion of its Class B common stock,
6 1/2% preferred stock, Series C preferred stock and
Series D preferred stock and in connection with its stock option,
employee stock purchase, and 401(k) plans. NEXTLINK, however,
periodically reviews various transactions, and is always alert to
business opportunities, that could result in the issuance of
additional shares of common stock.
In January 2000, NEXTLINK agreed to acquire Concentric Network
Corporation, pursuant to a reorganization in which both NEXTLINK
and Concentric will merge into a newly-formed corporation, to be
named NEXTLINK Communications, Inc. following the merger. As a
part of this reorganization, NEXTLINK entered into an agreement
with Eagle River Investments, LLC, to acquire the 50% interest of
INTERNEXT, L.L.C. that NEXTLINK does not currently own. Under
this reorganization, NEXTLINK and Concentric stockholders will
receive shares of common stock of the company surviving the
reorganization, on a one-for-one basis for NEXTLINK stockholders
and at a conversion rate based on the market price of
NEXTLINKs Class A common stock prior to closing for
the Concentric stockholders, and Eagle River Investments, or its
controlling affiliate, will receive approximately
3.4 million shares of Class A common stock of the
surviving company. The closing of the acquisitions of Concentric
and the interest in INTERNEXT are not condition upon one another
and, in the event that the Concentric acquisition does not close
and the INTERNEXT interest acquisition does close, the
reorganization agreement provides that Eagle River Investments,
or its controlling affiliate, will receive approximately
3.4 million shares of NEXTLINK Class A common stock.
The Board of Directors anticipates that the increase in the
number of outstanding shares of NEXTLINK common stock resulting
from a two-for-one stock split will place the market price of the
Class A common stock in a range more attractive to
investors, particularly individuals, and may result in a broader
market for the shares. The Class A common stock is listed
for trading on The Nasdaq Stock Markets National Market,
and NEXTLINK will apply for listing of the additional shares of
Class A common stock to be issued in the event the proposed
stock split is effected.
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Effects of Proposed Increase in the Number of Authorized
Shares of Common Stock
The additional 600,000,000 shares of Class A common stock
would be a part of the existing Class A common stock and, if
and when issued, would have the same rights, powers and
privileges as the shares of Class A common stock presently
issued and outstanding. Likewise, the additional 60,000,000
shares of Class B common stock would be a part of the
existing Class B common stock and, if and when issued, would
have the same rights, powers and privileges as the shares of
Class B common stock presently issued and outstanding. As of
March 31, 2000, there were 81,779,042 shares of
Class A common stock outstanding and 54,880,765 shares of
Class B common stock outstanding.
The proposed amendment would enable the Board of Directors to
issue additional shares of Class A common stock up to the
new 1,000,000,000 maximum. Issuances by the Board would not
require further action or authorization by stockholders (except
as may be required in a specific case by applicable corporate law
or rules of The Nasdaq Stock Market). The holders of
NEXTLINKs common stock are not entitled to preemptive
rights or cumulative voting. Accordingly, the issuance of
additional shares of common stock might dilute, under certain
circumstances, the relative ownership and voting power of
stockholders. The proposed increase in the number of shares of
common stock that NEXTLINK is authorized to issue is not intended
to inhibit a change in control of NEXTLINK. Following the stock
split, Craig O. McCaw, NEXTLINKs founder and largest
stockholder, will still control shares of common stock with a
majority of the total voting power of all shares of outstanding
common stock. Nevertheless, the availability for issuance of
additional shares of common stock could discourage, or make more
difficult, efforts to obtain control of NEXTLINK. For example,
the issuance of shares of common stock in a public or private
sale, merger, or similar transaction would increase the number of
outstanding shares, thereby possibly diluting the interest of a
party attempting to obtain control of NEXTLINK. Management is not
aware of any pending or threatened efforts to acquire control of
NEXTLINK.
Effects of Proposed Two-for-One Common Stock Split
If the proposed amendment is approved by the stockholders, each
holder of Class A common stock of record at 5:00 p.m.,
eastern time, on June 1, 2000, would be the record owner of,
and entitled to receive, a certificate representing one
additional share of Class A common stock for each share of
Class A common stock then owned of record by such
stockholder. Likewise, if the proposed amendment is adopted, each
holder of Class B common stock of record at 5:00 p.m.,
eastern time, on June 1, 2000, would be the record owner
of, and entitled to receive, a certificate representing one
additional share of Class B common stock for each share of
Class B common stock then owned of record by such
stockholder. In addition, certificates representing shares of
common stock would continue to represent the same number of
shares of common stock. Consequently, stockholders should retain
their certificates representing shares of common stock, and they
should not return these certificates to NEXTLINK or to its
transfer agent.
If effected, the proposed stock split will result in certain
adjustments to NEXTLINKs stock option and other employee
incentive plans, and to the conversion ratio under the terms of
NEXTLINKs 6 1/2% cumulative convertible preferred
stock. In addition, the split will result in certain dividend
payments to the holders of, or certain adjustments to the
conversion ratio under the terms of, the Series C and
Series D preferred stock. Holders of these series of
preferred stock will be separately notified of those payments and
adjustments.
Stockholders should note that, if they dispose of their shares
after the stock split, they may pay higher brokerage commissions
on the same relative interest in NEXTLINK because that interest
is represented by a greater number of shares. Stockholders may
wish to consult their brokers to ascertain the brokerage
commission that would be charged for disposing of the greater
number of shares. If the proposed amendment is adopted,
NEXTLINKs stockholders equity accounts would not
change, but the number of outstanding shares of common stock
would double.
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Tax Effect of the Two-for-One Stock Split
NEXTLINK has been advised by counsel that the proposed stock
split, which will be effected through a dividend of one share of
common stock for each share of common stock held by a
stockholder, will result in no realization of income, gain or
loss for federal income tax purposes to owners of common stock
under existing United States federal income tax laws. Following
the stock dividend, the basis for federal income tax purposes of
each retained share of common stock and each corresponding new
share of common stock will be equal to one-half of the basis for
federal income tax purposes of the original share immediately
preceding the stock dividend. In addition, the holding period for
federal income tax purposes of each additional share issued
pursuant to the stock dividend will be deemed to be the same as
the holding period for the corresponding original share of common
stock. The laws of jurisdictions other than the United States
may, in certain cases, impose income taxes on the issuance of the
additional shares and stockholders are urged to consult their
tax advisors.
Effective Date of Proposed Amendment and Issuance of Shares
for Stock Split
The proposed amendment to the first paragraph of Article 3
of NEXTLINKs Certificate of Incorporation, if approved by
the required vote of stockholders, will become effective upon the
filing of a Certificate of Amendment of Certificate of
Incorporation filed with the Delaware Secretary of State, which
will be filed following the meeting. NEXTLINK expects that the
additional shares from the dividend will be distributed on or
about June 16, 2000, by book-entry in NEXTLINKs
records. Stockholders will be entitled to receive physical stock
certificates upon request. Please do not destroy or send your
present common stock certificates to NEXTLINK. If the proposed
amendment is adopted, those certificates will remain valid for
the number of shares shown thereon, and should be carefully
preserved by you.
Amendment to Certificate of Incorporation
If approved, the first paragraph of Article 3 of
NEXTLINKs Certificate of Incorporation would be amended and
restated as follows:
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The Corporation shall have authority to issue One Billion One
Hundred Twenty Million (1,120,000,000) shares of common stock
(the Common Stock), which shall be divided into two
classes, One Billion (1,000,000,000) shares of Class A
Common Stock, par value $0.02 per share (the Class A
Common Stock), and One Hundred Twenty Million (120,000,000)
shares of Class B Common Stock, par value $0.02 per share
(the Class B Common Stock). The Corporation
shall have authority to issue Twenty-Five Million (25,000,000)
shares of preferred stock, par value $.01 per share (the
Preferred Stock). |
The Board of Directors recommends a vote for the proposed
amendment to the NEXTLINK certificate of incorporation.
OTHER INFORMATION
Independent Public Accountants
Arthur Andersen LLP has audited NEXTLINKs financial
statements for the year ended December 31, 1999. The Board
has selected Arthur Andersen LLP as independent public
accountants for NEXTLINK for the year ending December 31,
2000. A representative of Arthur Andersen is expected to be
present at the Annual Meeting and will have the opportunity to
make a statement if he or she desires to do so. The Arthur
Andersen representative also is expected to be available to
respond to appropriate questions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires NEXTLINKs directors, executive officers and any
person who owns more than 10% of NEXTLINKs Common Stock
(the Reporting
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Persons) to file with the Securities and Exchange
Commission reports of ownership and reports of changes in
ownership of NEXTLINKs Common Stock. Under Securities and
Exchange Commission rules, we receive copies of all
Section 16(a) forms that these Reporting Persons file. We
have reviewed copies of these reports and written representations
from the Reporting Persons. We believe all Reporting Persons
complied with their Section 16(a) reporting obligations
during 1999, except for the following individuals: R. Bruce
Easter Jr., who had a late Form 5 filing with respect to
several gifts of common stock; Scott Macleod, who had a late
Form 5 filing with respect to certain purchases of common
stock; Dennis OConnell, who had a late Form 3 filing
and a late Form 4 filing with respect to a sale of common
stock; and Michael McHale,who according to our records was
required to file a Form 5 with respect to the grant of a
stock option.
Stockholder Proposals for the 2001 Annual Meeting
In order for proposals of stockholders to be included in the
proxy materials for presentation at the 2001 Annual Meeting of
Stockholders, they must be received by NEXTLINKs Secretary
no later than December 26, 2000. Moreover, with respect to
any proposal by a stockholder not seeking to have a proposal
included in our proxy statement but seeking to have a proposal
considered at the 2001 Annual Meeting, if that stockholder fails
to notify our Secretary no later than March 10, 2001, then
the persons who are appointed as proxies may exercise their
discretionary voting authority with respect to such proposal, if
the proposal is considered at the 2001 Annual Meeting, even if
stockholders have not been advised of the proposal in the proxy
statement for the 2001 Annual Meeting. Any proposals submitted by
stockholders must comply in all respects with the rules and
regulations of the Securities and Exchange Commission then in
effect and the provisions of our Certificate of Incorporation,
our Bylaws and of Delaware law.
NEXTLINKS Form 10-K
We will furnish without charge to each person whose proxy is
being solicited, upon written request of any such person, a copy
of the NEXTLINKs Annual Report on Form 10-K for the
year ended December 31, 1999, as filed with the Securities
and Exchange Commission, including the financial statements and
schedules thereto. Requests should be directed to the Director,
Investor Relations, NEXTLINK Communications, Inc., 1505 Farm
Credit Drive, McLean, Virginia 22102.
Expenses of Solicitation
NEXTLINK will pay all expenses of solicitation of proxies.
Solicitation will be by mail. There also may be telegraph,
telephone or personal solicitations by NEXTLINK directors,
officers, and employees, which will be made without paying them
any additional compensation. In addition, NEXTLINK will request
banks and brokers to solicit proxies from their customers and
will reimburse those banks and brokers for reasonable
out-of-pocket costs for this solicitation.
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[signature] |
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Gary D. Begeman |
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Secretary |
McLean, Virginia
April 24, 2000
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PROXY
FOR ANNUAL MEETING OF THE STOCKHOLDERS OF NEXTLINK COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary D. Begeman, Mark S. Gunning and
Richard A. Montfort, Jr., and each of them, as proxies, each with full
power of substitution, to represent and vote for and on behalf of the
undersigned the number of shares of Class A common stock and Class B
common stock of NEXTLINK Communications, Inc. (the Company) that the
undersigned would be entitled to vote if personally present at the annual
meeting of stockholders to be held on May 24, 2000, and at any
adjournment or postponement thereof. The undersigned directs that this
Proxy be voted as directed on the reverse side.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting and at any
adjournment or postponement thereof. This Proxy, when properly executed,
will be voted in the manner directed herein by the undersigned. If no
direction is made, this Proxy will be voted for all nominees in Item 1
and for Item 2.
(Continued and to be signed on the reverse side)
PLEASE MARK YOUR VOTE
AS INDICATED IN THIS EXAMPLE [X]
1. |
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Election of Directors: |
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[ ] FOR all Nominees (except as indicated
to the contrary below) |
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[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed below) |
Daniel F. Akerson, Nathaniel A. Davis, Joseph L. Cole, William A. Hoglund,
Nicolas Kauser, Craig O. McCaw, Sharon L. Nelson, Jeffrey S. Raikes,
Dennis Weibling
INSTRUCTIONS: To withhold authority to vote for one or more
individual nominees, print that nominees name in the following
space:
2. |
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Approval of a proposed amendment to NEXTLINKs Certificate of
Incorporation to increase the authorized common stock from
460,000,000 to 1,120,000,000 |
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FOR [ ] |
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AGAINST [ ]
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ABSTAIN [ ] |
Note such other business as may properly come before the meeting or any adjournment thereof.
Your vote is important. Please sign and return this proxy card promptly.
When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Signature_______________________________________
Signature if held jointly ___________________________
Dated: _____________, 2000
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