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): April 26, 1999
NEXTLINK COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 000-22939 91-1738221
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
500 108th Avenue NE, Suite 2200, Bellevue, Washington 98004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 425-519-8900
Not Applicable
(Former name or former address, if changed from last report)
Item 2. Acquisition or Disposition of Assets
On April 26, 1999, NEXTLINK Communications, Inc. ("NEXTLINK") consummated
the merger of WNP Communications, Inc. ("WNP") with and into the special purpose
vehicle PCO Acquisition Corp. ("PCO"), a wholly-owned subsidiary of NEXTLINK,
with PCO being the surviving corporation pursuant to that certain Agreement and
Plan of Merger dated as of January 14, 1999, as amended (the "Merger Agreement")
among NEXTLINK, PCO and WNP. WNP was (and PCO, as its successor, is) the owner
of the largest amount of LMDS spectrum in the United States, with licenses
covering an area where approximately 114 million people live and work, in 40
markets in the United States. LMDS, a broadband fixed wireless spectrum, can be
used to provide high-speed data transfer, wireless local telephone service,
wireless transmission of telephone calls in bulk quantity, video broadcasting
and videoconferencing.
NEXTLINK elected to pay the merger consideration in cash and stock valued
at $698.2 million, less the amount due to the Federal Communications Commission
(the "FCC") in connection with the merger. The amount due to the FCC was $157.7
million, which included interest from March 30, 1999 through the date of the
merger, in accordance with the FCC's rules.
NEXTLINK paid the remaining portion of the merger consideration to the WNP
stockholders by paying them $190.1 million in cash and issuing to them 5,715,831
shares of Class A common stock of NEXTLINK, valued at $61.31 per share. The cash
portion of the merger consideration was funded from existing cash reserves of
NEXTLINK.
The basic terms of the Merger and the relationships between the NEXTLINK,
PCO and WNP were described in NEXTLINK's Registration Statement on Form S-4
(Registration No. 333-75923) filed on April 8, 1999, which is incorporated by
reference herein. The terms of the merger were determined in accordance with the
Merger Agreement and were established through arm's length negotiations between
NEXTLINK and WNP.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Previously filed. See NEXTLINK's Registration Statement dated
April 8, 1999 (Registration No. 333-75923).
(b) Pro Forma Financial Information.
Had the merger with WNP occurred on January 1, 1998, NEXTLINK
would have reported a net loss of $295.7 million, a net loss
applicable to common shares of $354.5 million, and a net loss per
share of $5.95, for the year ended December 31, 1998. This
information is for informational purposes only and does not
indicate what would have occurred if the merger had taken place
on January 1, 1998, or the future results of the combined
companies.
(c) Exhibits.
10.1 Agreement and Plan of Merger, dated January 14, 1999, by and
among WNP Communications, Inc, PCO Acquisition, Corp and
NEXTLINK Communications, Inc.(1)
10.2 Amendment to the Merger Agreement, dated April 26, 1999, by
and among WNP Communications, Inc, PCO Acquisition, Corp and
NEXTLINK Communications, Inc.
10.3 Registration Rights Agreement, dated January 14, 1999, among
NEXTLINK Communications, Inc. and the persons and entities
that have executed and delivered a certain Consent and
Indemnity Agreement of Stockholders.(1)
10.4 Amendment to the Registration Rights Agreement, dated April
26, 1999, among NEXTLINK Communications, Inc. and the
persons and entities that have executed and delivered a
certain Consent and Indemnity Agreement of Stockholders.
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(1) Incorporated by reference to the exhibits filed with
NEXTLINK's current report on Form 8-K filed on January 19,
1999 (Commission File No. 000-22939).
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 hereunto duly authorized.
Dated: May 11, 1999
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. Bruce Easter, Jr.
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Name: R. Bruce Easter, Jr.
Title: Vice President