-----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, S4O06unZmK18h84y+1rw3/9ycSrz0CpAyNyX6oMNJn9ALXwsQ9f6gKpOg0FW91eM hiOwYukmFpe4YMK9oURP3A== 0000068505-99-000021.txt : 19990730 0000068505-99-000021.hdr.sgml : 19990730 ACCESSION NUMBER: 0000068505-99-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990729 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: SEC FILE NUMBER: 005-42889 FILM NUMBER: 99673215 BUSINESS ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 7034334000 MAIL ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 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: 8475765000 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) 576-5000 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 20, 1999 ---------------- (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. I.R.S. #36-1115800 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) 00, WC 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 52,583,884 (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 52,583,884 (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 56,095,384 (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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8% (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 (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) WC, 00 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 2,500,000 (See Item 5) 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,500,000 (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 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. I.R.S. #13-2993806 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) 00 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 -0- 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 POWE -0- 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14. TYPE OF REPORTING PERSON (See Instructions) CO AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 ("Amendment") relates to the Class A Common Stock, par value $.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, Inc. dated August 7, 1995, ("Original Report") as amended by Amendment No. 1 dated May 10, 1996 (hereinafter collectively referred to as "Motorola Schedule 13D"), is hereby amended and restated as set forth below. Item 1. Security and Issuer This statement relates to the Class A Common Stock, par value $.001 per share (the "Nextel Class A Common Stock"), of Nextel Communications, Inc., a Delaware corporation ("Nextel"). Nextel's principal executive offices are located at 2001 Edmund Halley Drive, Reston, Virginia 20191. Item 2. Identity and Background (a) - (c), (f) This statement is being filed by Motorola, Inc., a Delaware corporation ("Motorola"), Motorola SMR, Inc., a Delaware 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) embedded semiconductor solutions for customers in the consumer, networking and computing, transportation and wireless communications markets; and (iii) embedded electronic systems for automotive, communications, imaging, manufacturing systems, computer and consumer 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. 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) and is now engaged in no business other than holding shares of Nextel Common Stock (as defined in Item 3). Motorola SMR's executive offices are located at 110 East 59th Street, New York, NY 10022. 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 3. Source and Amount of Funds or Other Consideration On July 28, 1995, pursuant to an Agreement and Plan of Contribution and Merger, dated August 4, 1994 (as amended, the "Contribution and Merger Agreement"), NEXTEL Communications, Inc., a Delaware corporation ("Old Nextel"), merged (the "Merger") with and into ESMR, Inc., a Delaware corporation ("ESMR"), which, until the Merger, was a wholly-owned subsidiary of Motorola. ESMR, as the surviving corporation, was renamed Nextel Communications, Inc. (herein referred to as "Nextel"), ceased to be a wholly-owned subsidiary of Motorola and became a publicly traded company. In connection with the Merger, Motorola contributed its 800 MHz specialized mobile radio ("SMR") communications business to ESMR. Immediately prior to the closing of the Merger (the "Closing"), an amended and restated certificate of incorporation of ESMR was filed with the Secretary of State of Delaware, which, among other things, recapitalized, by means of a stock split, the outstanding shares of ESMR common stock into an aggregate of 41,670,000 shares of ESMR Class A Common Stock, par value $.001 per share (the "ESMR Class A Common Stock") and 17,830,000 shares of ESMR Class B Non-Voting Common Stock, par value $.001 per share (the "ESMR Class B Common Stock") (the "Recapitalization"). 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") pursuant to a Warrant Agreement (the "Warrant Agreement") which Old Nextel granted to Motorola as an inducement to enter into certain financing agreements in November 1991. The Warrant became exercisable in varying installments corresponding with the commencement of commercial service in certain markets and, immediately prior to the Merger, the Warrant was exercisable for up to 2,140,000 shares of Old Nextel Class A Common Stock. In the Merger, ESMR, as the surviving corporation was renamed Nextel and each share of ESMR Class A Common Stock and ESMR Class B Common Stock remained outstanding and from and after the Merger represents one such share of common stock of Nextel. In the Merger, each share of Old Nextel Class A Common Stock, and Old Nextel Class B Non-Voting Common Stock, par value $.001 per share, was converted into one share of Nextel Class A Common Stock or Nextel Class B Non-Voting Common Stock, par value $.001 per share (the "Nextel Class B Common Stock" and, together with the Nextel Class A Common Stock, the "Nextel Common Stock"), respectively. As a result of the Recapitalization and the Merger, on the date of the Merger, Motorola beneficially owned an aggregate of 64,140,000 shares of Nextel Common Stock (including 2,140,000 shares of Nextel Class A Common Stock which were exercisable under the Warrant and 4,000,000 shares of Nextel Class A Common Stock which were immediately sold as described below). Old Nextel entered into a Securities Purchase Agreement, dated as of April 4, 1995 (the "Securities Purchase Agreement"), with Craig O. McCaw and Digital Radio, L.L.C., a Washington limited liability company ("Investor"), which is affiliated with and controlled by Mr. McCaw. The Securities Purchase Agreement provided for, among other things, an equity investment by Investor (the "Equity Investment") in Old Nextel. Nextel, as the surviving corporation in the Merger, succeeded to the obligations of Old Nextel under the Securities Purchase Agreement. In connection with the Securities Purchase Agreement, Investor and Motorola entered into a Stock Purchase Agreement, dated as of April 4, 1995 (the "Motorola Stock Purchase Agreement"), pursuant to which Motorola, immediately following the closing of the Merger, sold 4,000,000 shares of Nextel Class A Common Stock to Investor for $49,000,000. Pursuant to an amendment ("Amendment") to the Warrant Agreement, dated as of April 26, 1996, Motorola assigned the right to purchase 110,000 shares of Nextel Class A Common Stock which were exercisable under the Warrant to unaffiliated third parties. The Amendment also gave Motorola the option to extend the exercise period of any installment of the Warrant for an additional two years so that the Warrant would expire five years from the date of commencement of commercial service with respect to such installment. The Warrant became fully vested on June 30, 1997, giving Motorola the right to purchase a total of 2,890,000 shares of Nextel Class A Common Stock ("Warrant Shares") at an exercise price of $15 per share. On March 6, 1997 and July 17, 1997, Motorola exercised its right to extend the expiration dates for 2,590,000 and 300,000 Warrant Shares, respectively. On April 30, 1999, Motorola purchased the Warrant Shares for a total exercise price of $43,350,000 with funds from its working capital. On April 30, 1999, Motorola also exercised with funds from its working capital a warrant for 5,384 shares of Nextel Class A Common Stock at $18 per share. The warrant was originally granted to Motorola by CenCall Communications Corp. on August 17, 1993 for 5,000 shares of CenCall Communications Corp. Common Stock at $19 per share and became exercisable for Nextel Class A Common Stock upon the merger of CenCall Communications Corp. into Nextel in July 1995. Item 4. Purpose of Transaction (a) - (j) The Merger had the effect of combining the SMR communications business conducted by Motorola in the continental United States with Nextel's SMR communications business. Motorola believes that the establishment of a strong, nationwide, standardized enhanced SMR wireless communications system will assist Motorola in realizing the value of its SMR assets. In addition, one of Motorola's objectives is to act primarily as a supplier of equipment and technology and not as a provider of SMR communication services. On July 20, 1999 Motorola commenced its previously announced plan to sell (the "Sale Plan") 2,800,000 shares of Nextel Class A Common Stock during the third quarter of 1999. The Sale Plan was implemented primarily in order to return Motorola's total ownership interest in Nextel to the level it was before it purchased the Warrant Shares on April 30, 1999, as described in Item 3 above. As more fully described in Item 6 below, the Contribution and Merger Agreement set forth, among other things, certain transfer restrictions, anti-dilutive rights and a stand-still agreement with respect to Motorola's shares of Nextel Common Stock, many of which terminated upon consummation of the Equity Investment. Except in connection with the transactions contemplated by the Contribution and Merger Agreement, the Motorola Stock Purchase Agreement and the Sale Plan as described above and in Item 6 hereof, none of Motorola, Motorola SMR or Motorola Canada has current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of Item 4 of the Schedule 13D. Each of Motorola, Motorola SMR and Motorola Canada does, however, expect to evaluate on an ongoing basis its intentions with respect to Nextel and may determine to pursue one or more of the actions specified in Items (a) through (j). Each of Motorola, Motorola SMR and Motorola Canada may acquire additional shares of Nextel Common Stock or sell or otherwise dispose of any or all of the shares of Nextel Common Stock it owns. Each of Motorola, Motorola SMR and Motorola Canada reserves the right to change its plans and intentions at any time and to take any action, with respect to Nextel or any of its debt or equity securities, in any manner permitted by law. Item 5. Interest in Securities of the Issuer (a) - (c) Assuming the completion of its Sale Plan, as of the date hereof, Motorola is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 56,095,384 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 52,583,884 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 SMR is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 1,011,500 shares of Nextel Class A Common Stock. As to such shares (which includes 303,110 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 2,500,000 shares of Nextel 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. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Contribution and Merger Agreement set forth minimum requirements with respect to the number of channels ("SMR Channels") comprised of SMR licenses granted by the Federal Communications Commission ("SMR Licenses") which were to be delivered by Motorola to ESMR in conjunction with the Merger. Pursuant to the Contribution and Merger Agreement, 445,736 shares of Nextel Common Stock attributable to the shortfall in SMR Channels delivered were deemed "restricted shares" (subject to cancellation in certain events), such number being determined based upon assigned values pursuant to the Contribution and Merger Agreement. Motorola could vote and retain any ordinary dividends with respect to restricted shares of Nextel Common Stock. Motorola, however, could not sell, pledge or otherwise transfer such shares except in connection with certain extraordinary transactions. The consideration received with respect to restricted shares pursuant to a permitted transfer, as well as any extraordinary dividends received with respect to such shares, had to be held by Motorola, together with accrued interest, for the account of the person who ultimately retains such shares, or to whom such shares are returned for cancellation, in each case in accordance with the SMR Channel delivery procedures discussed below. Motorola was required to deliver monthly SMR Channel delivery status statements, and the restrictions were lifted with respect to a number of shares of Nextel Common Stock to reflect that month's reduction in the shortfall amount. A final accounting was to be made on the first anniversary of the Closing of the Merger. To the extent that there had remained a shortfall in SMR Channels delivered by such first anniversary, such SMR Channels were to be reassigned to Motorola, and Motorola would have had to return shares to Nextel for cancellation to reflect the remaining shortfall unless the parties had agreed to waive such provision. In such case, Nextel could have accepted the SMR Channels in question and assumed the risk that delivery would not be ultimately accomplished, and Motorola would have retained such shares free of all restrictions. There was no short fall in SMR channels delivered and Motorola was not required to return any shares of Nextel Common Stock to Nextel. Pursuant to the Contribution and Merger Agreement Motorola would have had the right (the "Anti-Dilutive Right"), until July 28, 1998, in the event of proposed public or private issuances of Nextel Common Stock, to purchase, at the same price sold to the public or in the private issuance, such number of shares as was necessary to maintain its percentage ownership of the outstanding shares of voting securities of Nextel. The Contribution and Merger Agreement also set forth certain standstill provisions (the "Standstill Agreement") which, until July 28, 1998, would have prohibited Motorola from acquiring any shares of Nextel Common Stock if such acquisition would have resulted in its percentage ownership of shares of Nextel Common Stock to exceed the percentage of Nextel Common Stock it owned immediately following the Closing. In addition, the Contribution and Merger Agreement also would have, until July 28, 1997, prohibited the transfer by Motorola of its shares of Nextel Common Stock (the "Transfer Restrictions"), subject to certain exceptions including transfers to affiliates, transfers to certain identified transferees, transfers pursuant to a tender offer, merger, recapitalization or other similar extraordinary transaction, and transfers of up to 25% and 50% of such shares until July 28, 1996 and July 28, 1997, respectively. The Anti-Dilutive Right, Standstill Agreement and Transfer Restrictions terminated upon consummation of the Equity Investment. The Contribution and Merger Agreement provides that until the earlier of the fifth anniversary of the Closing or such time as Motorola owns less than 7.5% of the fully diluted shares of Nextel Common Stock, Nextel may not grant superior governance rights (in the form of any supermajority voting or consent rights as a stockholder or director or disproportionate representation on the Nextel Board of Directors (the "Nextel Board"), or otherwise) ("Superior Governance Rights") to any third party (a "Strategic Investor") unless certain conditions are met, including that an offer be made to purchase a portion of the Nextel Common Stock owned by Motorola. In connection with the Securities Purchase Agreement Nextel and Motorola entered into an amendment, dated as of April 4, 1995, to the Contribution and Merger Agreement (the "Merger Agreement Amendment"). Pursuant thereto, Motorola and Nextel have acknowledged that Investor, for purposes of the Contribution and Merger Agreement, will be considered a Strategic Investor. Motorola has agreed, however, to waive it's right to receive an offer to purchase its shares in connection with the Equity Investment. In addition, as long as Motorola owns 5% of the outstanding shares of Nextel Common Stock, Motorola will have the right to nominate two members for election to the Nextel Board. Keith Bane, Executive Vice President and President of the Americas Region of Motorola, was first elected to the Nextel Board on July 31, 1995 and continues to serve on the Nextel Board. In the event of a transfer of shares of Nextel Common Stock by Motorola, one transferee of at least 5% of the outstanding shares of Nextel Common Stock, designated by Motorola and approved by Nextel (whose consent will not be unreasonably withheld), will have the right (so long as such transferee owns at least 5% of the outstanding shares of Nextel Common Stock) to nominate one person to the Nextel Board. Pursuant to the Merger Agreement Amendment, Motorola has agreed with Nextel to support the decisions and recommendations of the five-member Operations Committee of the Nextel Board (the "Operations Committee") contemplated by the Securities Purchase Agreement. The Operations Committee will have the authority to formulate key aspects of Nextel's business strategy, including decisions relating to the technology used by Nextel (subject to existing equipment purchase agreements), acquisitions, operating and capital budgets, marketing and strategic plans, approval of financing plans and endorsement of nominees to the Nextel Board and committees thereof, as well as nomination and oversight of certain executive officers. Motorola has agreed to vote the shares of Nextel Common Stock held by it accordingly, subject to (1) the right of any Motorola- designated Nextel directors to vote in a manner consistent with their fiduciary duties and (2) to the right of Motorola to vote its shares as it determines necessary with respect to issues that conflict with Motorola's corporate ethics or that present conflicts of interest, or in order to protect the value or marketability of the shares of Nextel Common Stock held by it. Also in connection with the Securities Purchase Agreement, Nextel and Motorola entered into a second amendment to their existing equipment purchase agreement (the "Second Equipment Agreement Amendment"). The Second Equipment Agreement Amendment limited Nextel's ability, prior to October 1, 1997 without Motorola's consent, to deploy a "Switch in Technology" (as defined therein). Since October 1, 1997, Nextel may not implement a Switch in Technology unless (1) Nextel determines that the equipment fails to meet certain performance specifications established in the Second Equipment Agreement Amendment which failure materially adversely affects the commercial viability of the technology to provide reliable services as intended by Motorola and Nextel, and Motorola does not cure such failure within six months after receiving notice thereof or (2) Nextel, the Investor or certain affiliates of the Investor 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. Also in connection with the Securities Purchase Agreement, Motorola granted Investor an option (the "Investor/Motorola Option") to purchase up to an additional 9,000,000 shares of Nextel Common Stock over a six-year period. The Investor/Motorola Option was exercisable for up to 2,000,000 shares of Nextel Class A Common Stock at $15.50 per share during the 30-day period following July 28, 1997 (the "Motorola First Tranche"), is exercisable for up to an additional 2,000,000 shares at $18.50 per share during the 30-day period following July 28, 1999 (the "Motorola Second Tranche") and will be exercisable for up to 5,000,000 shares at $21.50 per share during the 30-day period following July 28, 2001 (the "Motorola Third Tranche"). The Investor exercised its option to purchase the Motorola First Tranche in full on August 25, 1997. It is expected that the Investor will exercise its option to purchase the Motorola Second Tranche in full during the third quarter of 1999. In the event the Motorola Second Tranche is exercised for only a portion of the shares covered thereby, the number of shares purchasable in the Motorola Third Tranche will be reduced to the percentage of the Motorola Second Tranche actually purchased. 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. Motorola and Nextel have entered into a registration rights agreement dated July 28, 1995 (the "Motorola Registration Rights Agreement") pursuant to which Motorola has been granted certain registration rights with respect to all or part of the shares of Nextel Common Stock which Motorola acquired as a result of the transactions contemplated by the Contribution and Merger Agreement. In addition, immediately prior to the Merger the Nextel Board adopted a resolution exempting Motorola, Investor, Comcast and their respective affiliates from the applicability of Section 203 of the Delaware General Corporation Law. The foregoing descriptions of the Contribution and Merger Agreement, the Merger Agreement Amendment, the Motorola Stock Purchase Agreement, the Warrant Agreement, the Warrant Agreement Amendment and the Registration Rights Agreement are summaries and all statements made in this Schedule 13D, as amended, 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 Agreement, the Warrant Agreement Amendment and the Registration Rights Agreement, which are incorporated herein by reference and copies of which were previously filed or are attached as described below in Item. 7. Item 7. Materials to be Filed as Exhibits Exhibit No. Description 1. Contribution and Merger Agreement* 2. Merger Agreement Amendment* 3. Motorola Stock Purchase Agreement* 4. Warrant Agreement* 5. Registration Rights Agreement* 6. Joint Filing Agreement, dated August 4, 1995 among Motorola, Motorola SMR and Motorola Canada with respect to joint filing of Schedule 13D* 7. Amendment to Warrant Agreement *These exhibits were previously filed as exhibits to the Original Report, are not being refiled with this report and are not required pursuant to Rule 13d-2(e) under the Exchange Act to be restated electronically. 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 and Chief Financial Officer Motorola SMR, Inc. By: /s/ Carl F. Koenemann Name: Carl F. Koenemann Title: President Motorola Canada Limited By: /s/ Garth L. Milne Name: Garth L. Milne Title: Treasurer Assuming the completion of the Sale Plan, Motorola's beneficial ownership of Nextel Class A Common Stock consists of (i) 38,265,384 shares of Nextel Class A Common Stock and (ii) 17,830,000 shares of 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). \\S-il01-law\IL01-Law\Securities Group\SEC Company Folder\ 13 Company Folder\Nextel\Nextel 1999\Nextel 13D-A 7-21-99.doc EX-1 2 EXHIBIT 1 TO 13D/A Amendment dated as of April 26, 1996 to Warrant Agreement dated as of November 1, 1991 by and between Motorola, Inc. and Nextel Communications, Inc. (f/k/a Fleet Call, Inc.) This Amendment ("Amendment") is entered into as of this 26th day of April, 1996 by and among Motorola, Inc., a Delaware corporation with offices at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 (hereinafter "Motorola," which term shall also mean, where the context requires, Motorola subsidiaries), Nextel Communications, Inc., a Delaware corporation with its principal place of business at 201 Route 17 North, Rutherford, New Jersey 07070 (hereinafter "Nextel" or the "Company"), Van Kampen Merritt Prime Rate Income Trust ("Van Kampen"), Nomura Securities International, Inc. ("Nomura"), Applied Telecommunications Technologies, Inc. ("ATTI"), Estate of Peter C. Zeytoonjian ("Zeytoonjian"), Bruce W. Everitt ("Everitt") and Frank W. Haydu, III ("Haydu," and together with Van Kampen, Nomura, ATTI, Zeytoonjian and Everitt, collectively referred to herein as the "Warrant Assignees"). WHEREAS, Motorola and Nextel have previously entered into a Warrant Agreement dated as of November 1, 1991 (the "Warrant Agreement"), pursuant to which Nextel granted to Motorola warrants for the purchase of its Class A common stock, par value $0.001 per share (the "Common Stock"), pursuant to the terms set forth therein; WHEREAS, Motorola has agreed to assign a portion of the warrants granted to it by Nextel under the Warrant Agreement to the Warrant Assignees and desires to obtain Nextel's consent to such assignment; WHEREAS, the Company consents to the assignment of warrants to the Warrant Assignees as provided herein; WHEREAS, Motorola and the Company desire to confirm the dates of Commercial Service of the Los Angeles, San Francisco and Chicago Systems, which also constitute the dates of vesting of the warrants relating to each such system; WHEREAS, the Warrant Assignees agree to be bound by the terms of the Warrant Agreement by signing this Amendment and the accompanying Certificate of Investor; and WHEREAS, capitalized terms used herein without definition shall have the meanings ascribed thereto in the Warrant Agreement; NOW THEREFORE, in consideration of the premises, and other goods and valuable consideration, the sufficiency and receipt of which is hereby acknowledged the parties hereby agrees as follows: 1. Nextel previously granted to Motorola warrants to purchase 3,000,000 shares of Common Stock of Nextel ("Warrant Shares") in the amounts and becoming exercisable as described in the Warrant Agreement. (The 3,000,000 shares were increased from 300,000 following the effectiveness of a 10:1 stock split. All amounts of Warrant Shares set forth reflect the 10:1 stock split). 2. Of the warrants for 700,000 Warrant Shares relating to the Los Angeles System, Motorola hereby assigns warrants for an aggregate of 110,000 Warrant Shares to the Warrant Assignees as follows: (a) Van Kampen: 60,000 Warrant Shares; (b) Nomura: 30,833 Warrant Shares; (c) ATTI: 2,313 Warrant Shares; (d) Zeytoonjian 6,552 Warrant Shares; (e) Everitt: 6,552 Warrant Shares; and (f) Haydu: 3,750 Warrant Shares. The Company hereby acknowledges such assignment and agrees to issue warrant certificates to each Warrant Assignee for the respective number of Warrant Shares set forth above and to issue a replacement warrant certificate to Motorola for the 590,000 Warrant Shares retained by Motorola, each warrant certificate to be in the form set forth in Exhibit A hereto, concurrently with the execution of this Amendment. 3. The Company hereby acknowledges that all of the warrants relating to the Los Angeles system vested on October 1, 1994 following first Commercial Service of the System for Los Angeles. The Company further acknowledges that the warrants relating to the San Francisco system (which warrants have not been transferred by Motorola), likewise vested on October 1, 1994 following first Commercial Service of the System for San Francisco, and the warrants relating to the Chicago system (which warrants have not been transferred by Motorola), vested on October 10, 1994, following first Commercial Service of the System for Chicago. Finally, the Company acknowledges that the warrants relating to the New York system (which warrants have not been transferred by Motorola) vested on December 20, 1995 following first Commercial Service of the System for New York. 4. The Company and Motorola acknowledge that the registration rights provisions of the Warrant Agreement have been superseded and replaced in their entirety by the registration rights provisions of that certain Registration Rights Agreement dated July 28, 1995 between Nextel and Motorola (the "Registration Rights Agreement"). The Company and Motorola further agree that the registration rights set forth in Section 2 of the Registration Rights Agreement with respect to the Registrable Securities (as defined in the Registration Rights Agreement) issuable upon exercise of the warrants covered by this Agreement are not transferable by Motorola; provided however that with respect to the warrants transferred to the Warrant Assignees, the Piggyback Registration rights pursuant to Section 2.1 of the Registration Rights Agreement shall be transferred to the Warrant Assignees. 5. The definition of "Holder" as used in the Warrant Agreement is hereby amended to include all of the Warrant Assignees, as fully as if they were originally parties to the Warrant Agreement, and each of such Warrant Assignees, by executing this Amendment in the spaces provided below, agrees to be bound by the terms of the Warrant Agreement in all respects as if such Warrant Assignee had executed the Warrant Agreement, except that: (a) the warrant amounts and vesting provisions set forth in Section 1 of the Warrant Agreement shall not apply to the Warrant Assignees and shall apply only to Motorola; (b) the Warrant Assignees shall have no Requested Registration rights pursuant to Section 2.2 of the Registration Rights Agreement; and (c) the Piggyback Registration rights pursuant to Section 2.1 of the Registration Rights Agreement are not transferable by the Warrant Assignees. 6. Whenever any notice is to be given to a Holder in accordance with the terms of the Warrant Agreement or the Registration Rights Agreement, such notice shall be given to Motorola and to the Warrant Assignees at the addresses provided below their respective signatures in this Amendment or at such address as the Warrant Assignees shall provide to the Company in writing, in each case in accordance with the terms of the Registration Rights Agreement. 7. Motorola may, at its option, extend the exercise period of any warrant issued pursuant to the Warrant Agreement and outstanding as of the date of this Amendment by delivering a written notice of extension ("Extension Notice") to the Company no later than the expiration date and time for the exercise of such warrant. Motorola may extend the exercise period of any such warrant for an additional two years (to begin at the expiration date of the warrant), so that such warrant shall expire five years from the date of first Commercial Service for the Area to which such warrant relates. Upon receipt of an Extension Notice in substantially the form set forth in Exhibit B hereto, the Company shall deliver to the Holder of the respective warrant a replacement warrant reflecting the extended exercise period. The rights set forth in this Section 7 shall be exercisable solely by Motorola and shall not be assignable or transferable by Motorola. 8. The Warrant Agreement, as amended by this Amendment, and the warrant certificates constitute the entire understanding of the parties with respect to the subject matter of the Warrant Shares and supersedes all prior discussions, agreements and representations, whether oral or written, and whether or not executed by Motorola and Nextel. 9. It is understood and agreed that the new warrant certificates being issued concurrently with this Amendment replace the warrant certificates issued to Motorola by Nextel pursuant to the Warrant Agreement and that the original warrant certificates shall be returned by Motorola to Nextel simultaneously with the delivery of the new warrant certificates. It is further understood that the warrant certificates for the warrants that have not yet vested will be issuable to Motorola upon first Commercial Service of the remaining systems, pursuant to the terms of the Warrant Agreement. 10. Nothing herein contained shall in any way alter, waive, annul, vary or affect any terms, conditions or provisions of the Warrant Agreement, except as specifically provided herein or in the Certificate of Investor, it being the intent of the parties hereto that all of the terms, conditions, and provision of the Warrant Agreement shall continue in full force and effect, except as hereby amended. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly executed officers or representatives as of the day and year first above written. MOTOROLA, INC. NEXTEL COMMUNICATIONS, INC. By:________________________ By: _________________________ Name: ________________ Name: ________________ Title: _______________ Title: _______________ NOMURA SECURITIES VAN KAMPEN MERRITT INTERNATIONAL, INC. PRIME RATE INCOME TRUST By:________________________ By:__________________________ Name:_________________ Name:________________ Title:________________ Title:_______________ Address: Address: 2 World Financial Center - Bldg. 8 One Parkview Plaza New York, NY 10281-1198 Oakbrook Terrace, Illinois 60181 Attention: Jeffrey W. Maillet APPLIED TELECOMMUNICATIONS ESTATE OF PETER C. ZEYTOONJIAN TECHNOLOGIES, INC. By:_______________________ By:________________________ Name:________________ Name:_______________ Title:_______________ Title:______________ Address: Address: 20 William Street c/o Vivian Zeytoonjian, Executrix Wellesley, MA 02181 of the Estate of Peter C. Zeytoonjian 10 Raleigh Road Dover, MA 02030 _________________________ ___________________________ FRANK W. HAYDU, III BRUCE W. EVERITT Address: Address: P.O. Box 514 17 Glen Oak Drive Dover, MA 02030 Wayland, MA 01178 EXHIBIT A to Amendment to Warrant Agreement by and among Nextel Communications, Inc., Motorola, Inc., Van Kampen Merritt Prime Rate Income Trust, Nomura Securities International, Inc., Applied Telecommunications Technologies, Inc., Estate of Peter C. Zeytoonjian, Bruce W. Everitt and Frank W. Haydu, III FORM OF WARRANT CERTIFICATES [FORM OF WARRANT CERTIFICATES FOR L.A. SYSTEM] NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OF THE UNITED STATES OF AMERICA. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. Identifying number: W-LA Warrant date: _______, 1996 WARRANT FOR COMMON STOCK THIS CERTIFIES THAT for value received, ---, the registered holder hereof (the "Holder"), is the owner of this Warrant, which entitles the Holder to purchase, subject to the provisions set forth below, ---, fully- paid and nonassessable shares ("Warrant Shares") of Class A Common Stock, $0.001 par value (the "Common Stock") (for an exercise price and subject to adjustments as determined in accordance with the Warrant Agreement referred to below), of Nextel Communications, Inc., a Delaware corporation (the "Company"). The Terms and Conditions governing this Warrant and the rights of the Holder are set forth in the Warrant Agreement dated as of November 1, 1991 by and between Motorola, Inc. and the Company, as amended by the Amendment to the Warrant Agreement dated as of ---, 1996 by and among the Company, Motorola, Inc. and the Warrant Assignees named therein, which Terms and Conditions are hereby incorporated herein by reference. The Warrant issued hereunder is a portion of the Warrants pertaining to the Los Angeles System, and is exercisable until 5:00 P.M. (New York time) on October 1, 1997. This Warrant, together with other Warrants issued concurrently herewith, replaces the Warrant dated November 1, 1991, previously issued by the Company to Motorola, Inc. IN WITNESS WHEREOF, the company has caused this Warrant to be signed by it Vice President and attested to by its Assistant Secretary. NEXTEL COMMUNICATIONS, INC. By:________________________ Name: Title: Vice President Attest: _____________________________ Name: Title: Assistant Secretary EXHIBIT B to Amendment to Warrant Agreement by and among Nextel Communications, Inc., Motorola, Inc., Van Kampen Merritt Prime Rate Income Trust, Nomura Securities International, Inc., Applied Telecommunications Technologies, Inc., Estate of Peter C. Zeytoonjian, Bruce W. Everitt and Frank W. Haydu, III FORM OF EXTENSION NOTICE [FORM OF EXTENSION NOTICE] Pursuant to Section 7 of the Amendment dated as of April 19, 1996 to the Warrant Agreement dated as of November 1, 1991 by and between Motorola, Inc. and Nextel Communications, Inc. (f/k/a Fleet Call, Inc.), Motorola, Inc. hereby extends the exercise period of Warrant Number ______ relating to the _______ system for an additional two-year period, so that such warrant shall expire five years from the date of first Commercial Service of the System for __________ and shall be exercisable until 5:00 P.M. (New York time) on _______________. Date: ____________________ MOTOROLA, INC. By: _________________________ Name:____________________ Title:___________________ 1 EX-2 3 APPENDIX 1 TO 13D/A APPENDIX 1 INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA The following table sets forth the name, business address, and principal occupation or employment at the present time for each director and executive officer of Motorola. Unless otherwise noted, each such person is a citizen of the United States. In addition, unless otherwise noted, each such person's business address is 1303 East Algonquin Road, Schaumburg, Illinois 60196. DIRECTORS OF MOTOROLA, INC. Gary L. Tooker....Vice Chairman of the Board of Directors of Motorola, Inc. Christopher B. Galvin....Chairman of the Board and Chief Executive Officer, Motorola, Inc. since June 1999. Robert W. Galvin....Chairman of the Executive Committee, Motorola, Inc. Robert L. Growney....President and Chief Operating Officer, Motorola, Inc. Ronnie C. Chan....Chairman, Hang Lung Development Group. His business address is: Hang Lung Development Company Limited, 28/F Standard Chartered Bank Building, 4 Des Voeux Road Central, Hong Kong. H. Laurance Fuller....Co-Chairman, BP Amoco, p.l.c. His business address is: BP Amoco, p.l.c., 200 East Randolph Street, Chicago, IL 60601. Anne P. Jones....Consultant. Her business address is: 5716 Bent Branch Road, Bethesda, MD 20816. Donald R. Jones....Retired; formerly Chief Financial Officer, Motorola, Inc. His business address is: 1776 Beaver Pond Road, Inverness, IL 60067. Judy C. Lewent....Senior Vice President and Chief Financial Officer, Merck & Co., Inc. Her business address is: Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ 08889. Dr. Walter E. Massey....President of Morehouse College. His business address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA 30314. Nicholas Negroponte....Director of Media Laboratory of Massachusetts Institute of Technology. His business address is: Massachusetts Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA 02139. John E. Pepper, Jr....Chairman of the Board, Procter & Gamble Co. His business address is: Procter & Gamble Co., One Procter & Gamble Plaza, Cincinnati, OH 45202. Samuel C. Scott III....President and Chief Operating Officer, Corn Products International. His business address is: CPC International, Inc. 6500 Archer Road, Summit-Argo, IL 60501. B. Kenneth West....Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association-College Retirement Equities Fund. His business address is: Harris Bankcorp, Inc. P.O. Box 775, Chicago, IL 60609. Dr. John A. White....Chancellor, University of Arkansas. His business address is: University of Arkansas, 425 Administration Building, Fayetteville, AR 72701. EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA) Keith J. Bane....Executive Vice President and President, Americas Region. Robert L. Barnett....Executive Vice President and President, Commercial, Government and Industrial Solutions Sector, Communications Enterprise. Arnold S. Brenner....Executive Vice President and President, Global Government Relations and Standards. Glenn A. Gienko....Executive Vice President and Motorola Director of Human Resources. Merle L. Gilmore....Executive Vice President and President, Communications Enterprise. Joseph M. Guglielmi....Executive Vice President and President, Integrated Electronic Systems Sector. Bo Hedfors....Executive Vice President and President, Network Solutions Sector, Communications Enterprise. Carl F. Koenemann....Executive Vice President and Chief Financial Officer. Ferdinand C. Kuznik....Executive Vice President and Presdient, Motorola Europe, Middle East, and Africa. A. Peter Lawson....Executive Vice President, General Counsel and Secretary. James A. Norling....Executive Vice President and President, Personal Communications Sector, Communications Enterprise and Deputy to the Chief Executive Office. Hector Ruiz....Executive Vice President and President, Semiconductor Products Sector. C. D. Tam....Executive Vice President and President, Asia Pacific Region. Frederick T. Tucker....Executive Vice President and Deputy to the Chief Executive Office. Richard W. Younts....Executive Vice President and Senior Advisor on Asian Affairs. EX-3 4 APPENDIX 2 TO 13D/A APPENDIX 2 INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA SMR, INC. The following table sets forth the name, business address, and principal occupation or employment at the present time for each director and executive officer of Motorola SMR, Inc. Unless otherwise noted, each such person is a citizen of the United States. In addition, unless otherwise noted, each such person's business address is 1303 East Algonquin Road, Schaumburg, Illinois 60196. DIRECTORS OF MOTOROLA SMR, INC. Carl F. Koenemann....President of Motorola SMR, Inc. Executive Vice President and Chief Financial Officer of Motorola, Inc. Steve P. Earhart....Vice President of SMR, Inc. Senior Vice President and Corporate Director of Finance of Motorola, Inc. Garth L. Milne....Treasurer of SMR, Inc. Senior Vice President and Treasurer of Motorola, Inc. EXECUTIVE OFFICERS OF MOTOROLA SMR, INC. (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA SMR, INC.) A. Peter Lawson....Secretary of SMR, Inc. Executive Vice President, General Counsel and Secretary of Motorola, Inc. EX-4 5 APPENDIX 3 TO 13D/A APPENDIX 3 INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA CANADA LIMITED The following table sets forth the name, business address, and principal occupation or employment at the present time for each director and executive officer of Motorola Canada Limited. To the best of Motorola Canada Limited's knowledge, the citizenship of the directors and executive officers is as listed below. In addition, unless otherwise noted, each such person's business address is 1303 East Algonquin Road, Schaumburg, Illinois 60196. DIRECTORS OF MOTOROLA CANADA LIMITED Micheline Bouchard....Chairman of the Board, President and Chief Executive Officer of Motorola Canada Limited. Her business address is: 3900 Victoria Park Avenue, North York, Ontario, M2H-3H7. Citizenship: Canadian Martin R. Motz....Vice President and Corporate Controller of Motorola Canada Limited. His business address is: 3900 Victoria Park Avenue, North York, Ontario, M2H-3H7. Citizenship: Canadian Paul A. Rode....Assistant Treasurer of Motorola Canada Limited. Corporate Vice President and Director of Finance, Americas Region of Motorola, Inc. Citizenship: American EXECUTIVE OFFICERS OF MOTOROLA CANADA LIMITED (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA CANADA LIMITED) Garth L. Milne....Treasurer of Motorola Canada Limited. Senior Vice President and Treasurer of Motorola, Inc. Citizenship: American -----END PRIVACY-ENHANCED MESSAGE-----