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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): June 15, 1999 (June 14, 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.)
2001 EDMUND HALLEY DRIVE, RESTON, VIRGINIA 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 433-4000
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(Former name, former address and former fiscal year, if changed
since last report)
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ITEM 5. OTHER EVENTS.
Agreement with U.S. Department of Justice: On June 14, 1999, Nextel
Communications, Inc. ("Nextel") announced that it reached agreement with the
U.S. Department of Justice ("DOJ") regarding a proposed settlement of Nextel's
legal challenges to the Consent Decree entered in 1995 by the United States
District Court for the District of Columbia (the "Court") in the case, United
States of America v. Motorola, Inc. and Nextel Communications, Inc. (the
"Consent Decree").
The Consent Decree prohibited Nextel from owning or managing more than a limited
amount of 900 MHz frequencies in thirteen of the largest markets in the United
States. Under the terms of the proposed settlement between the DOJ and Nextel,
which is subject to court approval, Nextel will, subject to certain limitations,
be permitted to acquire ownership of or rights to use 108 channels of the
available 200 channels in the 900 MHz frequency range allocated for specialized
mobile radio and other uses, in most of the thirteen markets that were subject
to restrictions in the Consent Decree. In certain of those major markets located
near national boundaries, where only 100 channels are available in the 900 MHz
frequency range, Nextel will be permitted to acquire up to 54 of those channels.
Additionally, the Consent Decree and any related restrictions on Nextel's
utilization of additional 900 MHz channels in those markets will terminate on
October 30, 2000. As a component of the overall settlement, Nextel will not be
permitted to complete its agreement to acquire Geotek's holdings of 900 MHz
channels in the Consent Decree markets, and the DOJ withdrew its objections to
Nextel's acquisition of Geotek's 900 MHz channel holdings outside the Consent
Decree markets.
Nextel expects that it will use any additional 900 MHz channels to expand the
capacity of its digital mobile network as part of a planned deployment of
dual-band 800/900 MHz technology being developed by Motorola, Inc.
Nextel issued a press release announcing this settlement agreement on June 14,
1999. A copy of the press release is filed as Exhibit 99.3 to this report and is
incorporated in this report by reference. On June 14, 1999, Nextel and the DOJ
filed a Joint Motion with the Court to commence the process of implementing the
settlement agreement, and also jointly filed a Stipulation with the Court
concerning the proposed modification of the Consent Decree as agreed by the
parties. A copy of the Joint Motion and the Stipulation are filed as Exhibit
99.1 and 99.2, respectively, to this report and are incorporated in this report
by reference.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: A number of the matters and subject areas discussed in this report and in
the press release filed as Exhibit 99.3 to this report that are not historical
or current facts deal with potential future circumstances and developments. The
ability of Nextel to acquire additional 900 MHz channels and to deploy dual band
800/900 MHz iDEN technology developed by Motorola, remain subject to risks that
include the potential fluctuations in demand for products and services utilizing
900 MHz channels, and rapid technological and market change. The discussion of
these matters and subject areas is qualified by the inherent risks and
uncertainties surrounding expectations of Nextel's digital mobile network
business generally. Nextel has attempted to identify, in context, certain
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, 1998 and in Nextel's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(b) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(c) EXHIBITS.
Exhibit No. Exhibit Description
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99.1 Joint Motion filed by Nextel and the U.S. Department
of Justice (the "DOJ") on June 14, 1999 with the U.S.
District Court for the District of Colombia (the
"Court")
99.2 Stipulation jointly filed by Nextel and the DOJ on June
14, 1999 with the Court
99.3 Press Release dated June 14, 1999 issued by Nextel.
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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: June 15, 1999 By: /s/ Thomas J. Sidman
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Thomas J. Sidman
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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Joint Motion filed by Nextel and the DOJ on June 14, 1999
99.1 with the Court
99.2 Stipulation jointly filed by Nextel and the DOJ on
June 14, 1999 with the Court
99.3 Press Release dated June 14, 1999 issued by Nextel.