-----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, OYlxtv68I1N02mM/jr4URVIZ1/Q2tTjKFurQ08aZcjRhV9qOj/9/K5UvgCHsGkdN 8Jay8HkCIqK8HBf1BZh3sQ== 0000068505-96-000009.txt : 19960514 0000068505-96-000009.hdr.sgml : 19960514 ACCESSION NUMBER: 0000068505-96-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960513 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000824169 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 363939651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42889 FILM NUMBER: 96561625 BUSINESS ADDRESS: STREET 1: 201 ROUTE 17 N CITY: RUTHERFORD STATE: NJ ZIP: 07070 BUSINESS PHONE: 2014381400 MAIL ADDRESS: STREET 1: 201 ROUTE 17 N CITY: RUTHERFORD STATE: NJ ZIP: 07070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOTOROLA INC CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 7085765000 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NEXTEL COMMUNICATIONS, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 65332V103 (CUSIP Number) Linda B. Valentine, Esq. Motorola, Inc. 1303 East Algonquin Road, Schaumburg, IL 60196 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of the Rule 13d-1 (b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement.[ ] *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 after 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. SCHEDULE 13D CUSIP NO. 65332V103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola, Inc. I.R.S. #36-1115800 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 57,188,500 (Includes 17,526,890 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 3,511,500 (Includes 303,110 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 57,188,500 (Includes 17,526,890 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 3,511,500 (Includes 303,110 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 60,700,000 (Includes 17,830,000 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock -- see Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.7% (Includes 17,830,000 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock -- see Item 5) 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 65332V103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola Canada Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC,00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada 7. SOLE VOTING POWER 8. SHARED VOTING POWER 2,500,000 (See Item 5) 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 2,500,000 (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 65332V103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola SMR, Inc. I.R.S. #13-2993806 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 8. SHARED VOTING POWER 1,011,500 (Includes 303,110 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 10. SHARED DISPOSITIVE POWER 1,011,500 (Includes 303,110 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 1,011,500 (Includes 303,110 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock -- see Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .4% 14. TYPE OF REPORTING PERSON CO Item 2. Identity and Background The attached Appendices 1, 2, and 3 which are incorporated by reference, and amend and replace in their entirety appendices 1, 2, and 3 which were previously filed as part of the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The following paragraphs hereby amend and replace the 3rd, 5th and 9th paragraphs, respectively, of Item 3 of the Schedule 13D in their entirety, and the 8th paragraph of Item 3 of the Schedule 13D should be deleted in its entirety because the Warrant Amendment was not executed and was reported and attached as an exhibit in error. Immediately prior to the Merger, Motorola Canada owned 2,500,000 shares of Old Nextel Class A Common Stock, par value $.001 per share (the "Old Nextel Class A Common Stock"), which it received in respect of its transfer to Old Nextel of its minority equity interest in Clearnet Communications, Inc. (the "Clearnet Transaction") and Motorola held a warrant exercisable for up to 3,000,000 shares of Old Nextel's Class A Common Stock (the "Warrant") which Old Nextel granted to Motorola as an inducement to enter into certain financing agreements in November 1991. The Warrant is exercisable in varying installments corresponding with the commencement of commercial service in certain markets and, immediately prior to the Merger, was exercisable for up to 2,140,000 shares of Old Nextel Class A Common Stock. As a result of the Recapitalization and the Merger, Motorola beneficially owned an aggregate of 64,140,000 shares of Nextel Common Stock. On April 26, 1996 the Warrant became exercisable for an additional 560,000 shares of Nextel Class A Common Stock. As a result of the foregoing, Motorola currently beneficially owns an aggregate of 60,700,000 shares of Nextel Common Stock. Item 5. Interest in Securities of the Issuer The following paragraphs hereby amend and replace the 1st paragraph and the note to the 1st paragraph, respectively, of Item 5 of the Schedule 13D, in their entirety. (a) - (c) Motorola as of April 26, 1996, is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended(the "Exchange Act")) of 60,700,000 shares of Nextel Class A Common Stock.* As to such shares, Motorola may be deemed to exercise sole voting and sole dispositive power with respect to 57,188,500 shares and shared voting and dispositive power as to 3,511,500 shares (including 17,526,890 and 303,110 shares of Class B Non-Voting Common Stock, respectively, which are convertible in certain circumstances into Class A Common Stock). *Motorola's beneficial ownership of Nextel Class A Common Stock consists of (i) 40,170,000 shares of Nextel Class A Common Stock; (ii) 17,830,000 shares of New Nextel Class A Common Stock deemed to be outstanding under Rule 13d- 3(d) as a result of Motorola's ownership of 17,830,000 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); and (iii) 2,700,000 shares of Nextel Class A Common Stock deemed to be outstanding under Rule 13d-3(d) of the Exchange act as a result of Motorola's ownership of the Warrant. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer The following paragraph hereby amends and replaces the 16th paragraph, of Item 6, of the Schedule 13D, in its entirety. The foregoing descriptions of the Contribution and Merger Agreement, the Merger Agreement Amendment, the Motorola Stock Purchase Agreement, the Warrant and the Registration Rights Agreement are summaries and all statements made in this Schedule 13D which relate to such agreements are qualified in their entirety by reference to the complete text of each of the Contribution and Merger Agreement, the Merger Agreement Amendment, the Motorola Stock Purchase Agreement, the Warrant and the Registration Rights Agreement, which are incorporated herein by reference and copies of which are attached as Exhibits 1-5, respectively, and have been renumbered pursuant to the disclosure in Item 7 below. Item 7. Materials to be Filed as Exhibits The Warrant Amendment, Exhibit No. 5, to the Schedule 13D should be deleted in its entirety because the Warrant Amendment was not executed and was reported and attached as an exhibit in error. Accordingly, Exhibit No. 6 is now renumbered as Exhibit No. 5, and Exhibit No. 7 is now renumbered as Exhibit No. 6. 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. Motorola, Inc. By: /s/ Carl F. Koenemann Name: Carl F. Koenemann Title: Executive Vice President & Chief Financial Officer Motorola SMR, Inc. By: /s/ Carl F. Koenemann Name: Carl F. Koenemann Title: Vice President Motorola Canada Limited By: /s/ Joyce B. Reed Name: Joyce B. Reed Title:Director and Secretary APPENDIX 1 Executive Officers and Directors of Motorola Set forth below are the names and present principal occupation or employment of each executive officer and director of Motorola. Except for the persons whose business address is set forth below following their occupations, the business address of each of the persons listed below is the same as that set forth in Item 2 for Motorola. Executive Officers: Present Principal Occupation Name and Business Address Gary L. Tooker Vice Chairman of the Board and Chief Executive Officer Christopher B. Galvin President and Chief Operating Officer Robert W. Galvin Chairman of the Executive Committee of the Board Keith J. Bane Executive Vice President, and Chief Corporate Staff Officer Arnold S. Brenner Executive Vice President and General Manager, Japanese Group; business address: 3102 N. 56th Street, Phoenix, AZ 85018 Thomas D. George Executive Vice President and President and General Manager Semiconductor Products Sector; business address: 3102 N. 56th Street, Phoenix, AZ 85018 Glenn A.Gienko Senior Vice President and Director, Human Resources Merle L. Gilmore Executive Vice President, President and General Manager, Land Mobile Products Sector; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Robert L. Growney Executive Vice President, President and General Manager, Messaging, Information and Media Sector; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Carl F. Koenemann Executive Vice President and Chief Financial Officer James A. Norling Executive Vice President and President, Motorola Europe, Middle East and Africa; business address: 110-120 Bath Road, Slough, Berkshire England, U.K. S61 3SZ Edward F. Staiano Executive Vice President, President and General Manager, General Systems Sector; business address: 425 N. Martingale Drive, 19th Floor, Schaumburg, IL 60173 Frederick T. Tucker Executive Vice President and General Manager, Automotive, Energy and Controls Group; business address: 4000 Commercial Drive, Northbrook, IL 60062 Richard H. Weise Senior Vice President and Secretary Richard W. Younts Executive Vice President and Corporate Executive Director, International-Asia and Americas Directors of Motorola (who are not also Executive Officers of Motorola): William J. Weisz Chairman of Board of Directors David R. Clare Retired; Four Cherry Lane, Westfield, NJ 07090 H. Laurance Fuller Chairman of the Board and Chief Executive Officer, Amoco Corporation; 200 East Randolph Drive, Chicago, IL 60601 John T. Hickey Retired; 423 West 33rd Street, Sea Island, GA 31561 Anne P. Jones Consultant; 5716 Bent Branch Road Bethesda, MD 20816 Donald R. Jones Retired; 1776 Beaver Pond Road, Inverness, IL 60067 Judy C. Lewent Senior Vice President and Chief Financial Officer; Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ 08889 Walter E. Massey President, Morehouse College 830 Westview Drive, SW Atlanta, GA 30314 John F. Mitchell Vice Chairman of the Board Thomas J. Murrin Dean of Duquesne University's School of Business Administration; Room 405, Rockwell Hall, 600 Forbes Avenue, Pittsburgh, PA 15282 John E. Pepper, Jr. Chairman of the Board, and Chief Executive, Procter and Gamble Co.; One Procter and Gamble Plaza, Cincinnati, OH 45202 Samuel C. Scott III Corporate Vice President of CPC International, Inc. (consumer food products); 6500 Archer Road, Summit-Argo, IL 60501 Gardiner L. Tucker Retired; 13 Quarter Mile Road, Westport, CT 06880 B. Kenneth West Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association College Retirement Equities Fund; Harris Bankcorp, Inc., P.O. Box 775, Chicago, IL 60609 Dr. John A. White Dean of Engineering, Georgia Institute of Technology, 225 North Avenue, Atlanta GA 30332 APPENDIX 2 Executive Officers and Directors of Motorola SMR, Inc. Set forth below are the names and present principal occupation of employment of each executive officer and director of Motorola SMR, Inc. Except for the persons whose business address is set forth below following their occupations, the business address of each of the persons listed below is the same as that set forth in Item 2 for Motorola, Inc. Executive Officer: Present Principal Occupation Name and Business Address Joseph B. Vestal Vice President and General Manager, U.S. Network Services Division, Land Mobile Product Sector of Motorola, Inc., and President and Director of Motorola SMR, Inc.; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Eileen P. Wells Director of Finance, Worldwide Network Services Group, Land Mobile Products Sector of Motorola, Inc., and Vice President of Motorola, SMR, Inc.; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Carl F. Koenemann Executive Vice President and Chief Financial Officer of Motorola, Inc., and Vice President of Motorola SMR, Inc. Richard D. Severns Senior Vice President and Director Sector Finance, Land Mobile Products Sector of Motorola, Inc., and Vice President and Director of Motorola SMR, Inc.; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 Garth L. Milne Senior Vice President and Treasurer of Motorola, Inc., and Treasurer of Motorola SMR, Inc. A. Peter Lawson Senior Vice President and General Counsel of Motorola, Inc. and Secretary of Motorola SMR, Inc. Ray A. Dybala Corporate Vice President and Director of Taxes of Motorola, Inc. and Assistant Secretary of Motorola SMR, Inc. George Selby Senior Counsel of Motorola, Inc. and Assistant Secretary of Motorola SMR, Inc; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196. Directors of Motorola SMR, Inc. (who are not also Executive Officers of Motorola SMR, Inc.): Leif G. Soderberg Corporate Vice President and General Manager, Network Services and Business Strategies Group, Land Mobile Products Sector of Motorola, Inc.; business address: 1301 E. Algonquin Road, Schaumburg, IL 60196 APPENDIX 3 Executive Officers and Directors of Motorola Canada Set forth below are the names and present principal occupation or employment of each executive officer and director of Motorola Canada. Except for the persons whose business address is set forth below following their occupations, the business address of each of the persons listed below is the same as that set forth in Item 2 for Motorola. Executive Officers (who are also Directors of Motorola Canada): Present Principal Occupation, Title at Motorola Canada Name and Business Address Citizenship Eric J. Taylor Chairman of the Board and Canadian President, Regional Director, Canada & Northeast, Semiconduc- tor Products Systems, a division of Motorola Canada Limited; business address: 4000 Victoria Park Avenue, North Your, Ontario M. Robert Motz Vice President and Corporate Canadian Controller, Motorola Canada Limited; business address: 4000 Victoria Park Avenue- Suite 2, North York, Ontario M2H 3S4 Joyce A. Borden Reed Corporate Counsel and Secre- Canadian tary, Motorola Canada Limited; business address: 4000 Victoria Park Avenue-Suite 2, North Your, Ontario M2H 3S4 Carl F. Koenemann Executive Vice President and American Chief Financial Officer of Motorola, Inc., Director and Assistant Treasurer of Motorola Canada Executive Officers (who are not also Directors of Motorola Canada): Present Principal Occupation, Title at Motorola Canada Name and Business Address Citizenship Garth L. Milne Senior Vice President and American Treasurer of Motorola, Inc. and Treasurer of Motorola Canada Charles Macleod Leighton Controller and Assistant Canadian Secretary, Wireless Data Group, a division of Motorola Canada Limited;business address: 11411 Number Five Road, Richmond, B.C. V7A 4Z3 A. Peter Lawson Senior Vice President and American General Counsel of Motorola, Inc. and Assistant Secretary of Motorola Canada Limited William J. Kuezing Assistant Secretary, Land Canadian Mobile Products Sector, a division of Motorola Canada Limited; business address: 3900 Victoria Park Avenue, North York, Ontario M2H 2H7 Wendy M. Pitt-Brooke Assistant Secretary, Wireless Canadian Data Group, a division of Motorola Canada Limited; business address: 11411 Number Five Road, Richmond, B.C. V7A 4Z3 Ray Dybala Corporate Vice President, American Director of Texas of Motorola, Inc. and Assistant Secretary of Motorola Canada -----END PRIVACY-ENHANCED MESSAGE-----