UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NEXTEL COMMUNICATIONS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
65332V103
(CUSIP Number)
CAROL FORSYTE
MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196
(847) 576-7646
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MARCH 28, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP NO. 65332V103
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Incorporation: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
101,167,768 (Includes 35,053,780 shares of Class B Non-Voting
Common Stock which in certain circumstances are convertible into
Class A Common Stock---See Item 5)
8. SHARED VOTING POWER
7,023,000 (Includes 606,220 shares of Class B Non-Voting Common
Stock which in certain circumstances are convertible into Class A
Common Stock-See Item 5)
9. SOLE DISPOSITIVE POWER
101,167,768 (Includes 35,053,780 shares of Class B Non-Voting
Common Stock which in certain circumstances are convertible into
Class A Common Stock---See Item 5)
10. SHARED DISPOSITIVE POWER
7,023,000 (Includes 606,220 shares of Class B Non-Voting Common
Stock which in certain circumstances are convertible into Class A
Common Stock-See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,190,768 (Includes 35,660,000 shares of Class B Non-Voting
Common Stock which in certain circumstances are convertible into
Class A Common Stock---See Item 5)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP NO. 65332V103
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola Canada Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Place of Incorporation: Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
5,000,000 (See Item 5)
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
5,000,000 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.69%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP NO. 65332V103
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola SMR, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Incorporation: New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,023,000 (Includes 606,220 shares of Class B Non-Voting Common
Stock which in certain circumstances are convertible into Class A
Common Stock. See Item 5.)
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,023,000 (Includes 606,220 shares of Class B Non-Voting Common
Stock which in certain circumstances are convertible into Class A
Common Stock. See Item 5.)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,023,000 (Includes 606,220 shares of Class B Non-Voting Common
Stock which in certain circumstances are convertible into Class A
Common Stock. See Item 5.)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.28%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 ("Amendment") relates to the Class A Common
Stock, par value $0.001 per share (the "Nextel Class a Common Stock"),
of Nextel Communications, Inc., a Delaware corporation ("Nextel"). The
Report on Schedule 13D filed by Motorola dated August 7, 1995, as
amended by Amendment No. 1 dated May 10, 1996 and Amendment No. 2 dated
July 29, 1999 (hereinafter collectively referred to as "Motorola
Schedule 13D"), is hereby amended and supplemented as set forth below.
All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Motorola Schedule 13D.
The percentage of Nextel Class A Common Stock reported in this
Amendment as being beneficially owned by Motorola, Inc. ("Motorola"),
Motorola SMR, Inc. ("Motorola SMR") and Motorola Canada ("Motorola
Canada") is based upon the number of outstanding Shares on March 16,
2001 as identified in Nextel's Annual Report on Form 10-K for the year
ended December 31, 2000.
Item 2. Identity and Background
Item 2 is amended and restated to read as follows:
(a) - (c), (f) This statement is being filed by Motorola, Inc., a
Delaware corporation ("Motorola"), Motorola SMR, Inc., a New Jersey
corporation and wholly-owned subsidiary of Motorola ("Motorola SMR")
and Motorola Canada, a corporation organized under the laws of Canada
and a wholly-owned subsidiary of Motorola ("Motorola Canada").
Motorola's principal executive offices are located at 1303 East
Algonquin Road, Schaumburg, IL 60196. Motorola is a global leader in
providing integrated communications solutions and embedded electronic
solutions. These include: (i) software-enhanced wireless telephone,
two-way radio, messaging and satellite communications products and
systems, as well as networking and Internet-access products, for
consumers, network operators, and commercial, government and industrial
customers; (ii) end-to-end systems for the delivery of interactive
digital video, voice and high-speed data solutions for broadband
operators; (iii) embedded semiconductor solutions for customers in the
networking and computing, transportation and wireless communications
and digital/consumer home networking markets; and (iv) embedded
electronic systems for automotive, industrial, transportation,
navigation, communications and energy systems markets.
The names, business addresses and present principal occupations of the
directors and executive officers of Motorola are set forth in the
attached Appendix 1, which is incorporated herein by reference. To the
best of Motorola's knowledge, all directors and executive officers of
Motorola are citizens of the United States unless otherwise noted.
Motorola SMR is a wholly-owned subsidiary of Motorola which contributed
its assets to Nextel in conjunction with the Merger (as defined in Item
3 of the Motorola Schedule 13D) and is now engaged in no business other
than holding shares of Nextel Common Stock (as defined in Item 3 of the
Motorola Schedule 13D). Motorola SMR's executive offices are located
at 1303 East Algonquin Road, Schaumburg, IL 60196. The name, business
address and present principal occupation of each of its executive
officers and directors are set forth in Appendix 2 hereto. To the best
of Motorola SMR's knowledge, all directors and executive officers of
Motorola SMR are citizens of the United States, unless otherwise noted.
Motorola Canada is a wholly-owned subsidiary of Motorola and is
principally engaged in the communications and electronics businesses in
Canada. Motorola Canada's executive offices are located at 3900
Victoria Park Avenue, North York, Ontario M2H 3H7. The name, business
address, present principal occupation and citizenship of each of its
executive officers and directors are set forth in Appendix 3 hereto.
(d) - (e) None of Motorola, Motorola SMR, Motorola Canada or, to the
best of Motorola's, Motorola SMR's and Motorola Canada's knowledge, any
of the directors or executive officers listed on Appendices 1 through 3
has been, during the last five years, (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 4. Purpose of Transaction
The second paragraph of Item 4 is amended and restated to read as
follows:
On July 20, 1999 Motorola commenced its previously announced plan to
sell (the "Sale Plan") 5,600,000 shares of Nextel Class A Common Stock
(adjusted to reflect Nextel's 2:1 stock split effective May 26, 2000)
during the third quarter of 1999 in order to return its ownership
interest in Nextel to the level it was before it purchased the Warrant
Shares on April 30, 1999, as described in Item 3 of the Motorola
Schedule 13D. Motorola's Sale Plan was completed on August 18, 1999.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated to read as follows:
(a) - (c) Motorola is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of 108,190,768 shares of Nextel Class A Common Stock (See
Footnote 1) (constituting 14.2% of the total outstanding shares of
Nextel's Class A Common Stock). As to such shares, Motorola may be
deemed to exercise sole voting and sole dispositive power with respect
to 101,167,768 shares and shared voting and dispositive power as to
7,023,000 shares (including 35,053,780 and 606,220 shares of Class B
Non-Voting Common Stock, respectively, which are convertible in certain
circumstances into Class A Common Stock). (David Robinson, Executive
Vice President and President, Broadband Communications Sector of
Motorola has sole voting and investment control of 183 shares of
Nextel's Class A shares, a negligible percent of the total outstanding
shares of Nextel's Class A shares.)
Motorola SMR is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of 2,023,000 shares of Nextel Class A Common Stock
(constituting .28 % of the total outstanding shares of Nextel's Class A
Common Stock). As to such shares (which includes 606,220 shares of
Class B Non-Voting Common Stock which are convertible in certain
circumstances into Class A Common Stock), Motorola SMR may be deemed to
exercise shared voting and dispositive power.
Motorola Canada is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of 5,000,000 shares of Nextel Class A Common Stock
(constituting .69 % of the total outstanding shares of Nextel's Class A
Common Stock). As to such shares, Motorola Canada may be deemed to
exercise shared voting and dispositive power.
None of Motorola, Motorola SMR, Motorola Canada, or any of the
individuals in Appendices 1 through 3 has had any transactions in
Nextel Class A Common Stock during the past 60 days except the
transactions contemplated by the Sale Plan and as described in Item 6
hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is amended as follows:
The eleventh and twelfth paragraphs of Item 6 are amended and restated
to read as follows:
As part of its agreements, the Investor or certain affiliates of the
Investor had to offer to acquire the remainder of Motorola's shares of
Nextel Common Stock at a per share price of at least 110% of the
average of the closing prices of the Nextel Common Stock over the 30
trading days preceding the public announcement by Nextel of the
decision to implement a switch in technology. This provision expired
on August 1, 2000.
The former thirteenth paragraph of Item 6 is amended and restated to
read as follows:
Also in connection with the Securities Purchase Agreement, Motorola
granted Investor an option to purchase up to an additional 18,000,000
shares of Nextel Common Stock (adjusted to reflect Nextel's 2:1 stock
split effective May 26, 2000) in three tranches over a six-year period.
The Investor exercised its option to purchase the first tranche in full
on August 25, 1997 and its option to purchase the second tranche in
full on August 25, 1999. The remaining tranche will be exercisable for
up to 10,000,000 shares at $10.75 per share (adjusted to reflect
Nextel's 2:1 stock split effective May 26, 2000) during the 30-day
period following July 28, 2001. In addition, subject to certain
limitations, Motorola has granted Investor a right of first refusal to
purchase shares of Nextel Common Stock owned by Motorola. However,
Investor has agreed to waive its right of first refusal under the
Securities Purchase Agreement to purchase shares of Nextel Common Stock
owned by Motorola in connection with any pledge and security interest
in favor of the lenders described below and sales by Motorola through
the end of 2001
The following paragraph is added as the fifteenth paragraph of Item 6,
as amended:
As previously reported, Motorola entered into a $2 billion multi-draw
term loan facility on March 28, 2001 with several lenders. The
facility expires on November 16, 2001. The terms of the facility,
including conditions, covenants and representations are similar to
those in Motorola's one-year and five-year revolving domestic credit
agreements. In addition, net proceeds of the sale of identified
assets, including the Nextel Common Stock owned by Motorola, must be
used to repay the facility or reduce any unused commitment under the
facility. If Motorola's senior unsecured non-credit enhanced long term
debt securities is rated BBB- by S&P or Baa3 by Moody's (which would be
a decline of four ratings) or lower, then Motorola's and its domestic
subsidiaries will be obligated to provide the lenders with a pledge of,
and security interest in, identified assets including the Nextel Common
Stock owned by Motorola, certain other marketable securities, domestic
inventories and receivables, and certain businesses if not sold at the
time this contingency has occurred. The terms of any such pledge and
security interest have not been and will not be, negotiated with the
lenders unless and until the contingency occurs.
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
(Footnote 1) Motorola's beneficial ownership of Nextel Class A Common
Stock consists of (i) 72,530,768 shares of Nextel Class A
Common Stock and (ii) 35,660,000 shares of Nextel Class A
Common Stock deemed to be outstanding under Rule 13D-3(d)
under the Exchange Act as a result of Motorola's ownership
of 35,660,000 shares of Nextel Class B Common Stock (which
are non-voting and may, under certain circumstances, be
converted by Motorola into shares of Nextel Class A Common
Stock on a one-for-one basis).
Dated: April 6, 2001 Motorola, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Executive Vice President
& Chief Financial Officer
Dated: April 6, 2001 Motorola SMR, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
President
Dated: April 6, 2001 Motorola Canada Limited
By: /s/ Garth L. Milne
Name: Garth L. Milne
Treasurer