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): January 14, 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 5. OTHER EVENTS.
On January 14, 1999, NEXTLINK Communications, Inc. (the "Company")
announced two transactions to acquire LMDS licenses granted by the Federal
Communications Commission (the "FCC"). The first transaction is the
acquisition of WNP Communications, Inc. ("WNP") and the second is an
agreement in principle with Nextel Communications, Inc. ("Nextel") to acquire
the 50% interest in NEXTBAND, L.L.C. ("NEXTBAND") that the Company does not
already own. Upon completion of the WNP merger, the Company will become the
largest LMDS spectrum holder. A copy of the press release announcing the
agreement to acquire WNP and the agreement in principle with Nextel is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
WNP COMMUNICATIONS, INC. NEXTLINK Communications, Inc. (the
"Company") and WNP Communications, Inc. ("WNP") entered into an Agreement and
Plan of Merger, dated January 14, 1999 (the "Merger Agreement"). Pursuant to
the Merger Agreement, WNP will be merged with and into a wholly-owned
subsidiary of the Company (the "Merger").
The total consideration to be paid by the Company will be $695
million. Of this amount, $152.9 million (representing the amount of the
bidding credits claimed and utilized by WNP in the spectrum auction conducted
by the FCC (the "LMDS Auction")) plus interest thereon will be paid to the
FCC and the remainder will be paid to stockholders of WNP (the "Merger
Consideration"). The Merger Consideration will consist of cash and, at the
Company's election, shares of its Class A Common Stock ("Common Stock"),
provided, however, that at least approximately $187 million of the Merger
Consideration will be paid in cash. If shares of Common Stock are issued in
the Merger, holders of such shares will be entitled to certain demand and
piggy-back registration rights following the Merger.
Consummation of the Merger is subject to regulatory and other
conditions, including without limitation, that (i) any waiting period (and
any extension thereof) under the Hart-Scott-Rodino Act applicable to the
Merger shall have expired or been terminated, (ii) the FCC shall have granted
its consent and approval to the assignment of WNP's LMDS licenses to the
Company, and such approval shall be in full force and effect and shall have
become final and (iii) the Securities and Exchange Commission shall have
declared effective the Company's registration statement registering the
shares of Common Stock to be issued as Merger Consideration, if any. Certain
conditions to consummation of the Merger may be waived by the Company or WNP.
The foregoing summary of the Merger and the transactions contemplated
in connection therewith does not purport to be complete and is qualified in
its entirety by all of the terms and provisions of the Merger Agreement and a
Registration Rights Agreement, copies of which are attached hereto as
Exhibits 10.1 and 10.2 and incorporated by reference herein.
NEXTEL COMMUNICATIONS, INC. In 1998, the Company and Nextel entered
into a joint venture, NEXTBAND, with each of them holding a 50% interest. On
January 14, 1999, the Company announced an agreement in principle to acquire
Nextel's interest in NEXTBAND. The contemplated acquisition price for Nextel's
interest in NEXTBAND will be based on the same
value per megahertz per thousand POPs as was used to determine the value of
the Merger Consideration in the WNP transaction. No written agreements have
been entered into between the Company and Nextel with respect to this
transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) None.
(b) Exhibits.
10.1 Agreement and Plan of Merger, dated January 14, 1999, by and
among WNP Communications, Inc., NEXTLINK Communications, Inc.
and PCO Acquisition Corp.
10.2 Registration Rights Agreement, dated January 14, 1999,
between NEXTLINK Communications, Inc. and Thomas H. Jones, as
Stockholders' Representative for certain stockholders of WNP
Communications, Inc.
99.1 Press Release of NEXTLINK Communications, Inc. dated
January 14, 1999.
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.
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. Bruce Easter, Jr.
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Name: R. Bruce Easter, Jr.
Title: Vice President
January 15, 1999