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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 23, 1999 (June 16, 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 or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Convertible Notes Offering. On June 16, 1999 Nextel Communications, Inc.
("Nextel") completed the sale of $500.0 million in principal amount at maturity
of 4 3/4% Convertible Senior Notes due 2007 (the "Convertible Notes"). On June
22, 1999 Nextel completed the sale of an additional $100.0 million in principal
amount at maturity of Convertible Notes to the initial purchasers to cover
over-allotments. These transactions generated approximately $588.0 million in
net proceeds. Cash interest on the principal amount of the Convertible Notes is
payable semi-annually in arrears in cash on January 1 and July 1 of each year,
commencing January 1, 2000 at a rate of 4 3/4% per annum. However, the first
interest payment on the Convertible Notes will include interest from June 16,
1999. The Convertible Notes are convertible at the option of the holders, prior
to redemption or maturity, into the Company's common stock at a conversion price
of $47.308 per share (subject to adjustment upon the occurrence of certain
events). The reported last sale price of Nextel's common stock on the Nasdaq
National Market on June 10, 1999, the date on which Nextel agreed to sell the
Convertible Notes, was $37.25. The Convertible Notes are redeemable at Nextel's
option commencing after July 6, 2002 at specified redemption prices plus
accrued interest. The Convertible Notes rank equally with all of Nextel's
unsubordinated and unsecured indebtedness. Nextel intends to use the net
proceeds from this offering to fund capital expenditures, investments, working
capital needs and other general corporate purposes.
The offering of the Convertible Notes was effected as a private placement under
the Securities Act of 1933, as amended (the "Securities Act"). Neither the
offering of Nextel's Convertible Notes, nor of Nextel's common stock issuable
upon conversion thereof, have been registered under the Securities Act and none
of such securities may be offered or sold in the United States absent an
effective registration statement or an applicable exemption from the
registration requirements of the Securities Act. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy the
Convertible Notes or underlying shares of Nextel's common stock issuable upon
conversion of such Convertible Notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NONE
(b) PRO FORMA FINANCIAL INFORMATION.
NONE
(c) EXHIBITS.
EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 Indenture, dated as of June 16, 1999, between Nextel Communications,
Inc., and Harris Trust and Savings Bank, as Trustee, relating to
Nextel's 4 3/4% Convertible Senior Notes due 2007.
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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 23, 1999 By: /s/ THOMAS J. SIDMAN
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Thomas J. Sidman
Vice President and General Counsel
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EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 Indenture, dated as of June 16, 1999, between Nextel Communications,
Inc., and Harris Trust and Savings Bank, as Trustee, relating to
Nextel's 4 3/4% Convertible Senior Notes due 2007.
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