-----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, Afm6fMUwWK8kjRz+3fsG1rc0Sgn0lzD8W0+OT3y4yZ9EUixdvSsdCNFemfX1eozS /zY1R21756DGq9EOf2EcRA== 0001104659-03-019775.txt : 20030829 0001104659-03-019775.hdr.sgml : 20030829 20030829152158 ACCESSION NUMBER: 0001104659-03-019775 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030829 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: 005-42186 FILM NUMBER: 03874110 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 FORMER COMPANY: FORMER CONFORMED NAME: NEXTEL DATE OF NAME CHANGE: 19930723 FORMER COMPANY: FORMER CONFORMED NAME: FLEET CALL INC DATE OF NAME CHANGE: 19930719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCAW CRAIG CENTRAL INDEX KEY: 0001014805 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258288499 MAIL ADDRESS: STREET 1: EAGLE RIVER INC STREET 2: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 a03-1578_1sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. 10)


Nextel Communications, Inc.


(Name of Issuer)


Class A Common Stock


(Title of Class of Securities)


65332V 103


(CUSIP Number)


Teresa Mason
Digital Radio, L.L.C.
2300 Carillon Point, Kirkland, WA 98033


(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)


7/24/03


(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 Rule 13d-1(b)(3) or (4), check the following box    / /.

(Continued on following page(s))

Page 1 of 13 Pages



 

CUSIP No.    65332V 103

 

13D

 

Page 2 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
CRAIG O. MCCAW


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(5)

 

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)


 


 


 


 


 


 


 


(6)

 

Citizenship or Place of Organization
UNITED STATES


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
32,844,812
19,491,302 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
32,844,812
19,491,302 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
32,844,812


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
3.3%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
IN


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 3 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
DIGITAL RADIO, L.L.C.


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 WASHINGTON


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
22,155,626
11,519,506 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
22,155,626
11,519,506 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
22,155,626


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
2.2%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
00


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 4 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
EAGLE RIVER INVESTMENTS, L.L.C.


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 WASHINGTON


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
29,019,078
17,991,302 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
29,019,078
17,991,302 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
29,019,078


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
2.9%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
00


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 5 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
OPTION ACQUISITION, L.L.C.


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 WASHINGTON


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
1,725,734
1,500,000 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
1,725,734
1,500,000 of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
1,725,734


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
.2%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
00


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 6 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 DELAWARE


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
19,706


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
19,706


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
19,706


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
.0019%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
CO


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 7 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
EAGLE RIVER HOLDINGS, L.L.C.


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 WASHINGTON


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
1,598,956
All of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
1,598,956
All of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
1,598,956


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
.2%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
OO


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 8 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
ONECOMM INVESTMENTS, L.L.C.


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 WASHINGTON


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
4,000,000
All of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
4,000,000
All of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000


 


 


 


 


 


 


 


(12)

 

Check 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*
OO


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



 

CUSIP No.    65332V 103

 

13D

 

Page 9 of 13 Pages

 

 

 

 

 

 

 

 


(1)

 

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
EAGLE RIVER INVESTMENTS INTERNATIONAL, L.L.C.


 


 


 


 


 


 


 


(2)

 

Check the Appropriate Box if a Member

 

(a)

 

/ /

 

 

of a Group*

 

(b)

 

/ /


 


 


 


 


 


 


 


(3)

 

SEC Use Only

 

 

 

 


 


 


 


 


 


 


 


(4)

 

Source of Funds*
N/A

 

 

 

 


 


 


 


 


 


 


 


(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 WASHINGTON


 


 


 


 


 


 


 


Number of Shares Beneficially Owned by Each Reporting Person With

 

(7)

 

Sole Voting Power
872,840
All of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(8)

 

Shared Voting Power
-0-


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(9)

 

Sole Dispositive Power
872,840
All of such shares are subject to forward sale agreements and pledge agreements.


 


 


 


 


 


 


 

 

 

 

 


 

 

 

 

(10)

 

Shared Dispositive Power
-0-


 


 


 


 


 


 


 


(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person
872,840


 


 


 


 


 


 


 


(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*


 


 


 


 


 


 


 


(13)

 

Percent of Class Represented by Amount in Row (11)
.1%


 


 


 


 


 


 


 


(14)

 

Type of Reporting Person*
OO


 


 


 


 


 


 


 


*SEE INSTRUCTION BEFORE FILLING OUT!



Page 10 of 13 Pages

Explanatory Note:

        This amended statement amends and supplements the information set forth in the Amendment No. 10 to Schedule 13D filed by the reporting persons on 7/29/02.

Item 1. Security and Issuer

        This statement relates to the Class A Common Stock, par value $.001 per share ("Nextel Common Stock"), of Nextel Communications, Inc., a Delaware corporation ("Nextel"). The principal executive offices of Nextel are located at 2001 Edmund Halley Drive, Reston, Virginia 20191.

        Capitalized terms which are not defined in this amended statement have the meanings defined in the original statement filed on August 7, 1995.

Item 2. Identity and Background

        (a),(b),(c)    The persons filing this amended statement are:

        (1)   Digital Radio, L.L.C., is a limited liability company formed under the laws of the State of Washington ("DR"). DR is the direct owner of a portion of the securities of Nextel which are the subject of this statement. The principal DR business is to invest in stock, options, securities, notes, debentures, bonds of, and other business opportunities associated with, Nextel. Eagle River Investments, L.L.C. has the exclusive management and control of DR under the terms of its Limited Liability Company Agreement. The address for DR's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033.

        (2)   Option Acquisition, L.L.C., is a limited liability company formed under the laws of the State of Washington ("Option Acquisition"). Option Acquisition is the direct holder of certain securities which are the subject of this statement and was formed for the sole purpose of holding options and the proceeds of the exercise of those options. Susan R. McCaw as sole manager has the exclusive management and control of Option Acquisition under the terms of its Limited Liability Company Agreement. The address for Option Acquisition's principal business and principal office is 2300 Carillon Point, Kirkland, Washington, 98033.

        (3)   Eagle River Investments, L.L.C., is a limited liability company formed under the laws of the State of Washington ("Eagle River"). The principal business of Eagle River is to build equity value for its members by acquiring, investing, holding, dealing and disposing of securities, venture opportunities or other investments. The address of Eagle River's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033.

        (4)   Craig O. McCaw, an individual ("Mr. McCaw"), is the controlling stockholder and director of Eagle River, Inc., and has ownership of Option Acquisition and voting and management control of Eagle River, which in turn has voting and management control of DR, ERH, OneComm, and ERII. Mr. McCaw serves as Chairman of DR and of Eagle River. In addition, Mr. McCaw serves as Chairman of Eagle River, Inc., which provides management and consulting services to Nextel's senior management and Board of Directors. Mr. McCaw's business address is 2300 Carillon Point, Kirkland, Washington 98033.

        (5)   Eagle River Holdings, L.L.C., is a limited liability company formed under the laws of the State of Washington ("ERH"). ERH was formed for the sole purpose of holding, investing in and disposing of securities. Eagle River has the exclusive management and control of ERH under the terms of its limited liability company agreement. The address of ERH's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033.



Page 11 of 13 Pages

        (6)   OneComm Investments, L.L.C., is a limited liability company formed under the laws of the State of Washington ("OneComm"). OneComm was formed for the sole purpose of holding, investing in and disposing of securities. Eagle River has the exclusive management and control of OneComm under the terms of its limited liability company agreement. The address of OneComm's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033.

        (7)   Eagle River Investments International, L.L.C., is a limited liability company formed under the laws of the State of Washington ("ERII"). ERII was formed for the sole purpose of holding, investing in and disposing of securities. Eagle River has the exclusive management and control of ERII under the terms of its limited liability company agreement. The address of ERII's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033.

        (8)   ICO Global Communications (Holdings) Limited, is a corporation formed under the laws of the state of Delaware ("ICO"). ICO was formerly known as ICO Teledesic Global Limited, and before that, New Satco Holdings, Inc. Eagle River has voting control over ICO pursuant to the terms of certain agreements, and therefor controls ICO's vote or disposition of the securities subject to this statement. The address of ICO's principal business and principal office is 2300 Carillon Point, Kirkland, WA 98033.

        The executive officers of DR, Eagle River, ERH, OneComm, ERII and ICO include: Craig O. McCaw, Chairman and Chief Executive Officer (except as to ICO where the President is Craig Jorgens and the Secretary is Kelly Meadows). Each serves in the foregoing capacities as his present principal occupation. The business address of each of Mr. McCaw and Mr. Judson is 2300 Carillon Point, Kirkland, Washington 98033.

        (d),(e)    During the past five years, none of DR, Option Acquisition, Eagle River, Mr. McCaw or the other above-named executive officers of DR, Eagle River, ERH, OneComm, ERII and ITGL has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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.

        (f)    Mr. McCaw is a citizen of the United States of America.

Item 4. Purpose of Transaction

        Item 4 is hereby amended, as follows:

On July 24, 2003, DR acquired 531,871 shares previously reported as beneficially owned upon the closing and in-the-money exercise of a variable prepaid forward contract executed on July 22, 2002.  The remaining shares covered by the contract were disposed of upon the closing, including the termination of previously retained voting rights.  On that same date, DR distributed 8,992,454 shares to unaffiliated members of DR.  The effect of this disposition and distribution reduced the number of shares beneficially owned by DR, including those shares that DR retained the right to vote, to less than 5% of the outstanding shares of this class, terminating DR's obligation to further report on Form 13d.



Page 12 of 13 Pages

Item 5. Interest in Securities of the Issuer

        (a)   The aggregate number of shares of Nextel Common Stock beneficially owned by each reporting person covered by this amended statement is as follows:

Name

 

Number of Shares(1)

 

Percentage

Digital Radio

 

22,155,626

(2)

2.2%

Eagle River Investments

 

29,019,078

(3)

2.9%

Option Acquisition

 

1,725,734

(4)

.2%

Craig O. McCaw

 

32,844,812

(5)

3.3%

OneComm

 

4,000,000

(6)

.4%

ERH

 

1,598,956

(7)

.2%

ERII

 

872,840

(8)

.1%

ICO

 

19,706

(9)

.0019%


(1)

 

Based on 992,411,328 shares of Nextel Common Stock Shares outstanding on April 30, 2003.

 

 

 

(2)

 

Includes (i) 10,636,120 shares of Class A Common Stock, and (ii) 11,519,506 shares of Class A Common Stock which are subject to forward sales contracts.

 

 

 

(3)

 

Includes (i) 10,636,120 shares of Class A Common Stock owned by DR, (ii) 11,519,506 shares owned by DR which are subject to forward sales contracts, (iii) 1,598,956 shares held by ERH (all of which are subject to the forward sale and pledge agreements, (iv) 4,000,000 shares held by OneComm (all of which are subject to the forward sale and pledge agreements, (v) 872,840 shares held by ERII (all of which are subject to the forward sale and pledge agreements, (vi) 19,706 shares held by ICO (vii) 371,950 shares of Nextel Common Stock held by Eagle River Investments directly.

 

 

 

(4)

 

Includes 1,500,000 shares which are subject to forward sales and pledge agreements, and 225,734 shares held directly.

 



Page 13 of 13 Pages

(5)

 

Includes (i) 10,636,120 shares of Class A Common Stock owned by DR, (ii) 11,519,506 shares owned by DR which are subject to forward sales contracts, (iii) 1,725,734 shares of Nextel Common Stock owned by Option Acquisition (1,500,000 of which are subject to forward sale and pledge agreement), (iv) 2,000,000 shares of Nextel Common Stock upon complete exercise of options held by Eagle River, Inc. which are currently exercisable, (v) 1,598,956 shares held by ERH (all of which are subject to the forward sale and pledge agreements, (vi) 4,000,000 shares held by OneComm (all of which are subject to the forward sale and pledge agreements, (vii) 872,840 shares held by ERII (all of which are subject to the forward sale and pledge agreements described, (viii) 19,706 shares held by ICO, (ix) 100,000 shares owned by Craig O. McCaw personally, and (x) 371,950 shares of Nextel Common Stock held by Eagle River Investments directly.

 

 

 

(6)

 

Includes 4,000,000 shares which are subject to forward sales and pledge agreements.

 

 

 

(7)

 

Includes 1,598,956 shares which are subject to forward sales and pledge agreements.

 

 

 

(8)

 

Includes 872,840 shares which are subject to forward sales and pledge agreements.

 

 

 

(9)

 

19,706 shares which are held directly.

 

        (b)   Pursuant to the terms of the Limited Liability Company Agreements of DR, ERH, OneComm and ERII, the exclusive management and control, and all decisions regarding the management and affairs, of DR, ERH, OneComm and ERII (including in each case investment decisions) are vested with Eagle River Investments, L.L.C. Mr. McCaw is the manager and primary member of, and holder of the majority interest in, Eagle River Investments, L.L.C. As a result, he has voting and management control (including with respect to investment decisions) of DR, ERH, OneComm and ERII. Eagle River also has voting control over ICO and as a result Mr. McCaw has effective voting control over ICO.

        (c)   See Item 4.

        (d)   None.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

        See Item 4.


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 


 


 


Brian Marcinek

 

 

Signature

 


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