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): July 18, 1998
NEXTLINK Communications, Inc.
-----------------------------
(Exact name of registrant as specific in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
000-22939 91-1738221
--------- ----------
(Commission File Number) (IRS Employer Identification No.)
500 108th Avenue NE, Bellevue, WA 98004
---------------------------------------
(Address of principal executive offices, including zip code)
(425) 519-8900
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
- ---------------------
On July 18,1998, INTERNEXT LLC ("INTERNEXT"), of which each of NEXTLINK
Communications, Inc. (the "Registrant") and Eagle River Investments LLC ("Eagle
River") beneficially owns a one-half interest, entered into a Cost Sharing and
IRU Agreement (the "Agreement") with Level 3 Communications, LLC, which is
wholly-owned by Level 3 Communications, Inc.
On July 20, 1998, the Registrant issued a press release announcing the signing
of the Agreement, a copy of which is included herewith as Exhibit 99.1 and is
incorporated by reference herein.
In connection with the execution of the Agreement, the Registrant entered into a
Guaranty Agreement for the benefit of Level 3 Communications, LLC, pursuant to
which it shall guaranty, up to an amount equal to 50% of the obligations of
INTERNEXT under the Agreement, the due, prompt and complete payment of all
amounts due to Level 3 Communications, LLC by INTERNEXT under the Agreement,
when and as the same shall become due and payable, and the due, prompt and
faithful performance of, and compliance with, all other covenants, undertakings
and obligations of INTERNEXT set forth in the Agreement.
It is anticipated that Nextel Communications, Inc. ("Nextel") will acquire a
one-third beneficial ownership interest in INTERNEXT, whereupon the beneficial
ownership interest therein of each of the Registrant and Eagle River shall be
reduced to a one-third interest in INTERNEXT. It also is anticipated that, in
connection with Nextel acquiring such interest in INTERNEXT, Nextel (or,
pursuant to the Agreement, a subsidiary or affiliate thereof to which Level 3
Communications, LLC consents, which such consent shall not be withheld
unreasonably) will guaranty one-third of the obligations of INTERNEXT under the
Agreement, in which case the guaranty of such obligations by the Registrant will
be reduced to 33-1/3% thereof.
In addition, Level 3 Communications, Inc. has entered into a Guaranty Agreement
for the benefit of INTERNEXT, pursuant to which it shall guaranty the due,
prompt and complete payment of all amounts due to INTERNEXT by Level 3
Communications, LLC under the Agreement, when and as the same shall become due
and payable, and the due, prompt and faithful performance of, and compliance
with, all other covenants, undertakings and obligations of Level 3
Communications, LLC set forth in the Agreement.
The parties are required to make notification to the Federal Trade Commission
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") of the transactions contemplated by the Agreement, and, pursuant to
the terms of the Agreement, it shall not become effective, and no payments shall
be due thereunder, until the requirements of the HSR Act and any similar
antitrust law applicable to the transactions under the Agreement have been
satisfied and the waiting period under the HSR Act has expired or terminated.
Item 7. Financial Statements and Exhibits.
- ------------------------------------------
(c) Exhibits:
99.1 Press Release issued by the Registrant, dated July 19, 1998.
SIGNATURES
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 thereunto duly authorized.
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. Bruce Easter, Jr.
-----------------------------
Name: R. Bruce Easter, Jr.
Title: Vice President
Date: July 22, 1998
EXHIBIT INDEX
Exhibit
- -------
99.1 Press Release issued by the Registrant, dated July 20, 1998