SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 24, 1999 (January 29, 1999)
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1505 Farm Credit Drive, Suite 100, McLean, VA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-3000
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Nextel Partners Transaction: On January 29, 1999, Nextel Communications, Inc.
("Nextel"), Nextel Partners, Inc. ("Nextel Partners") and certain other parties
including Donaldson Lufkin & Jenerette, Motorola, Inc. and Eagle River, Inc.
entered into definitive agreements relating to the capitalization of Nextel
Partners. Pursuant to these agreements, Nextel Partners plans to construct a
digital wireless system utilizing iDEN technology employed in the Nextel
National Network in thirty-nine mid-size and smaller markets in the United
States containing approximately 33 million POPs.
In connection with the transaction, Nextel contributed assets and transferred
certain FCC licenses in those markets, in exchange for the $131.1 million of its
equity to Nextel and paid Nextel approximately $125.0 million in cash. Under
these agreements, Nextel Partners will offer its customers the same services as
Nextel under the Nextel brand name and customers of Nextel and Nextel Partners
will be allowed to roam between the Nextel and Nextel Partners systems without
incurring any roaming charges.
The definitive agreements also established certain circumstances in which Nextel
will have the right or the obligation to purchase the remaining equity interests
in Nextel Partners at specified prices.
On February 1, 1999, Nextel issued a press release announcing the transactions
relating to Nextel Partners. A copy of the press release is filed as Exhibit
99.1 to this report and is incorporated in this report by reference.
Tower Transaction: On February 10, 1999, Nextel and certain of its subsidiaries
and SpectraSite Holdings, Inc. ("SpectraSite") and certain of its subsidiaries
entered into definitive agreements pursuant to which certain telecommunications
towers and related assets currently owned by Nextel's subsidiaries will be
acquired by a subsidiary of SpectraSite. The agreements also would establish an
exclusive arrangement for the construction by SpectraSite of additional towers
in the United States to support the Nextel subsidiaries' and Nextel Partners'
expansion of their digital systems. The transactions are subject to a number of
significant conditions including certain regulatory approvals and the receipt of
consents from certain of Nextel and SpectraSite's lenders.
On February 11, 1999, Nextel and SpectraSite issued a press release announcing
the tower sale transaction. A copy of the press release is filed as Exhibit 99.2
to this report and is incorporated in this report by reference.
Resignation of Director: Mr. Masaaki Torimoto a director of Nextel since
February 28, 1995, tendered his resignation in such capacity effective February
4, 1999, pursuant to a letter submitted to Nextel's Chairman of the board of
directors.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: A number of matters and subject areas discussed in this Current Report
that are not historical or current facts deal with potential future
circumstances and developments. As such, they remain subject to certain risks
and delays that relate to contemplated coverage expansion of the Nextel National
Network, such as the successful and timely buildout of market areas by Nextel
Partners and the ability of SpectraSite to locate sites for the construction of
towers suitable for the Nextel National Network. Additionally, there are no
assurances that the implementation and system integration activities by Nextel
and Nextel Partners will occur as contemplated, or when implemented, may be
subject to coverage and capacity limitations in certain geographic areas on the
Nextel National Network. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations concerning Nextel's business generally. The expansion of the Nextel
National Network and Nextel Partners' construction of its digital wireless
systems may be subject to the effect of other risks and uncertainties,
including, but not limited to, general economic conditions in the geographic
areas targeted for expansion, the availability of adequate quantities of system
infrastructure and subscriber equipment to adequately meet Nextel's and Nextel
Partners' service deployment, the ability to find and secure suitable locations
for the construction of transmitter sites to be used in market areas which
Nextel and Nextel Partners have targeted for expansion and future regulatory
approvals and legislative actions relating to specialized mobile radio services.
Nextel has attempted to identify, in context, certain of the factors that it
currently believes may cause actual future experience and results in its digital
mobile network business to differ from Nextel's current expectations regarding
such relevant matters or subject areas, and such risks and uncertainties are
described from time to time in Nextel's reports filed with the Securities and
Exchange Commission, including Nextel's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and the Quarterly Report on Form 10-Q for
the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
(c) Exhibits.
Exhibit No. Exhibit Description
10.1 - Joint Venture Agreement by and among Nextel Partners, Inc.,
Nextel Partners Operating Corp., and Nextel WIP Corp., dated
as of January 29, 1999.
10.2 - Shareholders' Agreement among Nextel Partners, Inc. and the
Shareholders named therein dated as of January 29, 1999.
10.3 - Agreement Specifying Obligations of, and Limiting Liability
and Recourse to, Nextel dated as of January 29, 1999.
99.1 - Press Release dated February 1, 1999 issued by Nextel.
99.2 - Press Release dated February 11, 1999 issued by SpectraSite
and Nextel.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: February 24, 1999 By:/s/THOMAS J. SIDMAN
Thomas J. Sidman
Vice President and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit Description
10.1 - Joint Venture Agreement by and among Nextel Partners, Inc.,
Nextel Partners Operating Corp., and Nextel WIP Corp., dated
as of January 29, 1999.
10.2 - Shareholders' Agreement among Nextel Partners, Inc. and the
Shareholders named therein dated as of January 29, 1999.
10.3 - Agreement Specifying Obligations of, and Limiting Liability
and Recourse to, Nextel dated as of January 29, 1999.
99.1 - Press Release dated February 1, 1999 issued by Nextel.
99.2 - Press Release dated February 11, 1999 issued by SpectraSite
and Nextel.