-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMnPhFuBrYT6xIFS1y7mhd/o8I87QxrpRkuz4OD0+H4E2y+rrZhAFDhXOzCy0MZy 5r+5WDbceweuBevWlXwnbg== 0000950123-01-001460.txt : 20010223 0000950123-01-001460.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950123-01-001460 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTEL PARTNERS INC CENTRAL INDEX KEY: 0001085707 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911930918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58679 FILM NUMBER: 1546372 BUSINESS ADDRESS: STREET 1: 4500 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258281713 MAIL ADDRESS: STREET 1: 4500 CARILLLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MADISON DEARBORN CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001135066 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3 FIRST NATIONAL PLAZA STE 3600 CITY: CHICGO STATE: IL ZIP: 80602 BUSINESS PHONE: 3128951200 MAIL ADDRESS: STREET 1: 3 FIRST NATIONAL PLAZA STE 3600 CITY: CHICGO STATE: IL ZIP: 80602 SC 13G 1 y45589sc13g.txt SCHEDULE 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _______________)* Nextel Partners, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 65333F107 ------------------------ (CUSIP Number) February 22, 2000 ------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) - --- Rule 13d-1(c) - --- X Rule 13d-1(d) - --- *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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 7 pages 2 - -------------------------------------------------------------------------------- CUSIP No. 65333F107 13G ------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Madison Dearborn Capital Partners II, L.P. 363863140 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 27,218,904 ---------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY 0 (see Item 4) EACH ---------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 27,218,904 - -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 (see Item 4) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,218,904 (see Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.5% of the Class A Common Stock (See Item 2 and Item 4) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- Page 2 of 7 pages 3 SCHEDULE 13G This Schedule 13G is filed with the Securities and Exchange Commission on behalf of Madison Dearborn Capital Partners II, L.P. as a party to the Amended and Restated Shareholders Agreement, dated February 18, 2000, by and among Nextel Partners, Inc. and the shareholders listed therein, and as amended by the First Amendment to the Amended and Restated Shareholders' Agreement dated February 22, 2000, between Nextel Partners, Inc. and the shareholders listed therein (the "Shareholders Agreement"). ITEM 1(a). NAME OF ISSUER: Nextel Partners, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 4500 Carillon Point Kirkland, WA 98033 ITEM 2(a), ITEM 2(b) AND ITEM 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP: Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934 (the "Exchange Act"), this Schedule 13G is filed on behalf of Madison Dearborn Capital Partners II, L.P. (the "Reporting Person") who, pursuant to Rule 13d-5(b)(1), along with certain individuals and corporations (the "Non-Reporting Persons") identified below, may be deemed as a group to have acquired beneficial ownership of the Class A Common Stock (the "Class A Common Stock") and Class B Common Stock (the "Class B Common Stock") of Nextel Partners, Inc. as a result of the Reporting Person and the Non-Reporting Persons being signatories to the Shareholders Agreement. The Reporting Person beneficially owns 16.5% of the outstanding Class A Common Stock of Nextel Partners, Inc. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Person that a group exists within the meaning of the Exchange Act. The holders of the Class A Common Stock and the Class B Common Stock are entitled to one vote per share on all matters in which they are entitled to vote. REPORTING PERSON: 1. Madison Dearborn Capital Partners II, L.P. (Delaware limited partnership) 3 First National Plaza Suite 3800 Chicago, IL 60602 NON-REPORTING PERSONS: The following Non-Reporting Persons (No. 1-13) are referred to herein as the "DLJ Entities." 1. DLJ Merchant Banking Ptr. II LP (Delaware limited partnership) 2. DLJ Merchant Banking Ptr. II-A LP (Delaware limited partnership) 3. DLJ Offshore Partners II, CV (Netherlands Antilles limited partnership) 4. DLJ Diversified Partners, LP (Delaware limited partnership) 5. DLJ Diversified Partners-A, LP (Delaware limited partnership) 6. DLJ EAB Partners, LP (Delaware limited partnership) 7. DLJ ESC II, LP (Delaware limited partnership) 8. DLJ First ESC, LP (Delaware limited partnership) 9. DLJ Millenium Partners, LP (Delaware limited partnership) 10. DLJ Millenium Partners-A, LP (Delaware limited partnership) 11. DLJMB Funding II, Inc. (Delaware corporation) 13. UK Investment Plan 1997 Partners (Delaware limited partnership) c/o DLJ Merchant Banking II, Inc. 277 Park Avenue New York, NY 10172 Page 3 of 7 pages 4 THE FOLLOWING NON-REPORTING PERSONS (NO. 14-22) ARE REFERRED TO HEREIN AS THE "NON-DLJ ENTITIES." 14. Eagle River Investments LLC (Washington limited liability company) 2300 Carillon Point Kirkland, WA 98033-7353 15. Motorola, Inc. (Delaware corporation) 1303 E. Algonquin Road Schaumburg, IL 60196 16. Nextel WIP Corp. (Delaware corporation) 2001 Edmund Halley Drive Reston, VA 20191 17. David Aas (US citizen) 18. John Chapple (US citizen) 19. Mark Fanning (US citizen) 20. Perry Satterlee (US citizen) 21. David Thaler (US citizen) 22. John Thompson (US citizen) 4500 Carillon Point Kirkland, WA 98033 ITEM 2(d). TITLE OF CLASS OF SECURITIES: Class A Common Stock ITEM 2(e). CUSIP NUMBER: 65333F107 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE FILING PERSON IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (f) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not Applicable ITEM 4. OWNERSHIP (a)-(c)AMOUNT BENEFICIALLY OWNED, PERCENT OF CLASS AND VOTING/DISPOSITIVE POWER. Page 4 of 7 pages 5 Although the Reporting Person and each Non-Reporting Person disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock beneficially owned by each of the other of them, pursuant to the Exchange Act and the regulations thereunder, the Reporting Person and the Non-Reporting Persons may be deemed as a group to have acquired beneficial ownership of 98,584,020 shares of Class A Common Stock and 79,056,228 shares of Class B Common Stock, the aggregate number of shares of Common Stock which are beneficially subject to the terms of the Stockholders Agreement, representing 59.6% of the outstanding Class A Common Stock and 100% of the outstanding Class B Common Stock as of December 31, 2000. The Reporting Person has, as of December 31, 2000, sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition of the Common Stock as follows: The Reporting Person has sole power to vote and dispose of 27,218,904 shares, or 16.5% of the outstanding shares, of Class A Common Stock. The Reporting Person may be deemed to also have the shared power to vote of an aggregate of 71,365,116 additional shares, or 43.1% of the outstanding shares, of Class A Common Stock. In addition, the Reporting Person may be deemed to have the shared power to vote an aggregate of 79,056,228 shares, or 100% of the outstanding shares, of the Class B Common Stock. The Reporting Person may also be deemed to have the shared power to dispose of an aggregate of 71,365,116 additional shares, or 43.1% of the outstanding shares, of Class A Common Stock. In addition, the Reporting Person may be deemed to have the shared power to dispose of an aggregate of 79,056,228 shares, or 100% of the outstanding shares, of the Class B Common Stock. The Reporting Person disclaims beneficial ownership all shares of which it may be deemed to have shared power to vote or dispose. The Non-Reporting Persons, as of December 31, 2000, may be deemed to have shared power to direct the disposition of an aggregate of 71,365,116 shares, or 43.1 % of the outstanding shares, of the Class A Common Stock, as well as 79,056,228 shares, or 100% of the outstanding shares, of the Class B Common Stock. The Non-DLJ Entities may be deemed to have shared power to vote an aggregate of 42,813,984 shares, or 25.8% of the outstanding shares, of Class A Common Stock, as well as 79,056,228 shares, or 100% of the outstanding shares, of the Class B Common Stock. The DLJ Entities may be deemed to have shared power to vote an aggregate of 28,533,132 shares, or 17.3% of the outstanding shares, of Class A Common Stock. Each Non-Reporting Person disclaims beneficial ownership of the shares of which they may be deemed to share power to vote or dispose. The beneficial ownership of the Reporting Person and each Non-Reporting Person as of December 31, 2000 is as follows: BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK AS OF DECEMBER 31, 2000:
COMMON STOCK PERCENT OF CLASS (1) DLJ Merchant Banking Partners II, L.P. 17,973,750 10.9% DLJ Merchant Banking Partners II-A, L.P. 715,800 * DLJ Offshore Partners II, C.V. 883,854 * DLJ Millenium Partners, L.P. 290,616 * DLJ Millenium Partners-A, L.P. 56,676 * DLJ Diversified Partners, L.P. 1,050,822 * DLJ Diversified Partners-A, L.P. 390,246 * DLJMB Funding II, Inc. 2,840,980 1.7% UK Investment Plan 1997 Partners 400,764 * DLJ First ESC, L.P. 34,590 * DLJ ESC II, L.P. 3,814,334 2.3% DLJ EAB Partners, L.P. 80,700 * Madison Dearborn Capital Partners II, L.P. 27,218,904 16.5% Eagle River Investments LLC 19,500,012 11.8% Motorola, Inc. 13,076,376 7.9% David Aas (2) 1,086,599 *
Page 5 of 7 pages 6
COMMON STOCK PERCENT OF CLASS (1) John Chapple (3) 3,461,024 2.1% Mark Fanning (4) 933,706 * Perry Satterlee (5) 1,044,603 * David Thaler (6) 1,274,000 * John Thompson (7) 2,545,664 1.5% TOTAL (8) 98,584,020 59.6%
*Less than 1% (1) Based on 165,015,002 shares of Class A Common Stock outstanding as of December 31, 2000 as provided by Nextel Partners, Inc. (2) Includes 20,000 shares of Class A Common Stock that are subject to a currently exercisable option. (3) Includes 35,000 shares of Class A Common Stock that are subject to a currently exercisable option, 736,667 shares held by JRC Coho LLC, an entity controlled by Mr. Chapple and 90,000 shares held by Panther Lake LLC, an entity controlled by Messrs. Chapple and Thompson. (4) Includes 30,000 shares of Class A Common Stock that are subject to a currently exercisable option. (5) Includes 40,000 shares of Class A Common Stock that are subject to a currently exercisable option and 165,000 shares held by PSS-MSS, L.P., an entity controlled by Mr. Satterlee. (6) Includes 20,000 shares of Class A Common Stock that are subject to a currently exercisable option. (7) Includes 245,000 shares of Class A Common Stock that are subject to a currently exercisable option, 509,166 shares held by JDT-JRT, LLC, an entity controlled by Mr. Thompson and 90,000 shares held by Panther Lake LLC, an entity controlled by Messrs. Chapple and Thompson. (8) See footnotes (2) through (7) above. BENEFICIAL OWNERSHIP OF CLASS B COMMON STOCK AS OF DECEMBER 31, 2000: Nextel WIP Corp. holds 79,056,228 shares of Class B Common Stock, which represents 100% of the Class B Common Stock outstanding as of December 31, 2000. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: See Item 4 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATIONS: Not applicable Page 6 of 7 pages 7 SIGNATURE After reasonable inquiry to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2001 ----------------------------------------- Date MADISON DEARBORN CAPITAL PARTNERS II, L.P. By: Madison Dearborn Partners II, L.P. Its: General Partner By: /s/ Madison Dearborn Partners, Inc. Its: General Partner By: /s/ James N. Perry, Jr. ------------------------------------ Its: Vice President ------------------------------------ Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----