Schedule 13D/A

-----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, LEUYxj5DwOTfkWrlEI8v9A8J9rvKEssC6LLXHajamsyk/uuLNxHKqbt1XgGsGX1a QCCtRng4tq0g/bNhjBdD4g== 0001193125-04-216665.txt : 20041220 0001193125-04-216665.hdr.sgml : 20041220 20041220172807 ACCESSION NUMBER: 0001193125-04-216665 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041220 DATE AS OF CHANGE: 20041220 GROUP MEMBERS: MOTOROLA CANADA LIMITED GROUP MEMBERS: MOTOROLA SMR, INC 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: 041215072 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: 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 MAIL ADDRESS: STREET 1: 1303 EAST ALGONQUIN ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60196 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A 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. 6)*

NEXTEL COMMUNICATIONS, INC.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

65332V103

(CUSIP Number)

Carol Forsyte

Motorola, Inc.

1303 East Algonquin Road

Schaumburg, IL 60196

(847) 576-7646

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

December 14, 2004

(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(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

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.

Schedule 13D


CUSIP No. 65332V103		Page 1 of 14 Pages


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* Not applicable
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

70,167,768 (Includes 29,053,780 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5; and up to 25,000,000 shares which are subject to forward sale and pledge agreements — See Item 6)

8. SHARED VOTING POWER

7,023,000 (Includes 606,220 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5)

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

7,023,000 (Includes 606,220 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5)


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,190,768 (Includes 29,660,000 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5; and up to 25,000,000 shares which are subject to forward sale and pledge agreements — See Item 6)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.95 %
14.	TYPE OF REPORTING PERSON CO

Schedule 13D


CUSIP No. 65332V103		Page 2 of 14 Pages


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* Not applicable
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

-0-

8. SHARED VOTING POWER

5,000,000 (See Item 5)

9. SOLE DISPOSITIVE POWER

-0-

10. SHARED DISPOSITIVE POWER

5,000,000 (See Item 5)


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.46%
14.	TYPE OF REPORTING PERSON CO

Schedule 13D


CUSIP No. 65332V103		Page 3 of 14 Pages


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola SMR, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* Not applicable.
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

-0-

8. SHARED VOTING POWER

2,023,000 (Includes 606,220 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5)

9. SOLE DISPOSITIVE POWER

-0-

10. SHARED DISPOSITIVE POWER

2,023,000 (Includes 606,220 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5)


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,023,000 (Includes 606,220 shares of Class B Non-Voting Common Stock which in certain circumstances are convertible into Class A Common Stock — See Item 5)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.19%
14.	TYPE OF REPORTING PERSON CO

Schedule 13D


CUSIP No. 65332V103		Page 4 of 14 Pages

Item 1. Security and Issuer.

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 (“Amendment”) relates to the Class A Common Stock, par value $0.001 per share (the “Nextel Class A Common Stock”), of Nextel Communications, Inc., a Delaware corporation (“Nextel”). The Report on Schedule 13D filed by Motorola dated August 7, 1995, as amended by Amendment No. 1 dated May 10, 1996, Amendment No. 2 dated July 29, 1999, Amendment No. 3 dated April 6, 2001; Amendment No. 4 dated March 3, 2003 and Amendment No. 5 dated September 30, 2004 (hereinafter collectively referred to as “Motorola Schedule 13D”), is hereby amended and supplemented as set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motorola Schedule 13D.

The percentage of Nextel Class A Common Stock reported in this Amendment as being beneficially owned by Motorola, Inc. (“Motorola”), Motorola SMR, Inc. (“Motorola SMR”) and Motorola Canada Limited (“Motorola Canada”) is based upon the number of outstanding shares of common stock on October 29, 2004 as identified in Nextel’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

Item 2. Identity and Background.

Item 2 is amended and restated to read as follows:

(a) - (c), (f) This statement is being filed by Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SMR, Inc., a New Jersey corporation and wholly-owned subsidiary of Motorola (“Motorola SMR”), and Motorola Canada Limited, 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, Illinois 60196.

Motorola is a global leader in wireless, broadband and automotive communications technologies and embedded electronic products.

•	Wireless

Handsets: Motorola is one of the world’s leading providers of wireless handsets, which transmit and receive voice, text, images and other forms of information and communication.

Wireless Networks: Motorola also develops, manufactures and markets public and enterprise wireless infrastructure communications systems, including hardware, software and service.

Mission-Critical Information Systems: In addition, Motorola is a leading provider of customized, mission-critical radio communications and information systems.

•	Broadband

Motorola is a global leader in developing and deploying end-to-end digital broadband entertainment, communication and information systems for the home and office. Motorola broadband technology enables network operators and retailers to deliver products and services that connect consumers to what they want, when they want it.

Schedule 13D


CUSIP No. 65332V103		Page 5 of 14 Pages

•	Automotive

Motorola is the world’s market leader in embedded telematics systems that enable automated roadside assistance, navigation and advanced safety features for automobiles. Motorola also provides integrated electronics for the powertrain, chassis, sensors and interior controls.

On December 2, 2004, Motorola completed the separation of Freescale Semiconductor, Inc. (“Freescale Semiconductor”) from Motorola by distributing Motorola’s remaining equity interest in Freescale Semiconductor to Motorola shareholders. Freescale Semiconductor is comprised of the former semiconductor operations of Motorola.

The names, business addresses and present principal occupations of the directors and executive officers of Motorola are set forth in the attached Appendix 1, which is incorporated herein by reference. To the best of Motorola’s knowledge, all directors and executive officers of Motorola are citizens of the United States unless otherwise noted.

Motorola SMR is a wholly-owned subsidiary of Motorola which contributed its assets to Nextel in conjunction with the Merger (as defined in Item 3 of the Motorola Schedule 13D) and is now engaged in no business other than holding shares of Nextel Common Stock (as defined in Item 3 of the Motorola Schedule 13D). Motorola SMR’s executive offices are located at 1303 East Algonquin Road, Schaumburg, Illinois 60196. The name, business address and present principal occupation of each of its executive officers and directors are set forth in Appendix 2 hereto. To the best of Motorola SMR’s knowledge, all directors and executive officers of Motorola SMR are citizens of the United States, unless otherwise noted.

Motorola Canada is a wholly-owned subsidiary of Motorola and is principally engaged in the communications and electronics businesses in Canada. Motorola Canada’s executive offices are located at 8133 Warden Avenue, Markham, Ontario Canada L6G 1B3. 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.

Item 3 is amended to insert the following paragraphs after the ninth paragraph of Item 3.

On December 15, 2004, Nextel and Sprint Corporation (“Sprint”) issued a press release announcing that their boards of directors unanimously approved a definitive agreement for a merger of the two companies (the “Sprint Merger Agreement”). According to the announcement, each Nextel common share will be converted into new company (“Sprint/Nextel”) shares and a small per share amount of cash, with a total value equal to approximately 1.3 shares of Sprint/Nextel common stock. The exact stock/cash allocation will be determined at the closing of the merger in order to facilitate the spin-off of the local telecommunications business of Sprint/Nextel on a tax-free basis (the “ILEC Separation”).

Pursuant to a letter agreement between Motorola, Motorola SMR and Nextel, dated December 14, 2004 (the “2004 Letter Agreement”), Motorola and Motorola SMR agreed to certain restrictions with respect to the Class B Non-Voting Common Stock, par value $0.001 per share, of Nextel held by

Schedule 13D


CUSIP No. 65332V103		Page 6 of 14 Pages

Motorola and Motorola SMR and any shares of non-voting common stock of Sprint/Nextel issued in exchange therefor pursuant to the Sprint Merger Agreement (collectively, the “Class B Shares”). Motorola and Motorola SMR agreed that neither Motorola nor any entity controlled by Motorola will enter into any transaction that constitutes: (i) a direct sale of the Class B Shares, (ii) a forward sale of the Class B Shares or any similar transaction, (iii) any transaction that constitutes a constructive sale of the Class B Shares under Section 1259 of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the “Code”), (iv) any transaction that constitutes a sale or exchange (or other disposition) of the Class B Shares for U.S. federal income tax purposes, (v) any pledge of the Class B Shares or similar transaction, (vi) any transaction that with the passage of time or upon the occurrence or non-occurrence of an event would give rise, directly or indirectly, to any transaction described in (i) through (v), and (vii) any agreement, understanding, arrangement, or substantial negotiations regarding any such transaction, as determined for purposes of Section 355(e) of the Code and the Treasury Regulations thereunder. The restrictions imposed under the 2004 Letter Agreement terminate upon the earlier to occur of: (i) December 31, 2006, (ii) the second business day following the ILEC Separation, (iii) the termination of the Sprint Merger Agreement and (iv) the second business day following the date of any event which eliminates the ability of Sprint/Nextel to consummate the ILEC Separation on a tax-free basis.

In exchange for the restrictions imposed under the 2004 Letter Agreement, Nextel agreed to pay Motorola a fee of $50,000,000 (the “Consent Fee”) on the third business day following the receipt of the necessary approvals by the stockholders of both Nextel and Sprint to the transactions contemplated by the Sprint Merger Agreement (the “Sprint/Nextel Stockholder Approval”). In the event Motorola elects to enter into certain specified hedging or monitizing transactions pursuant to the terms of the 2004 Letter Agreement, Nextel has agreed to pay Motorola the Consent Fee prior to receipt of the Sprint/Nextel Stockholder Approval so long as such transactions are entered into after January 1, 2005. If paid by Nextel, Motorola agreed to return the Consent Fee to Nextel upon the occurrence of certain events prior to the completion of the Sprint/Nextel merger.

Item 4. Purpose of Transaction.

Item 4 is amended to add the following paragraph as the seventh paragraph of Item 4:

As more fully described in Item 3 above, the 2004 Letter Agreement sets forth certain transfer restrictions with respect to the Class B Shares held by Motorola and Motorola SMR.

The former seventh paragraph of Item 4 is amended and restated to read as follow:

Except in connection with the transactions contemplated by the Contribution and Merger Agreement, the Motorola Stock Purchase Agreement, the Sale Plan, the Block Sale, the Contracts and the 2004 Letter Agreement as described in Item 3 and 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).

Item 5. Interest in Securities of the Company.

Item 5 is amended and restated to read as follows:

(a) - (c) Motorola is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of

Schedule 13D


CUSIP No. 65332V103		Page 7 of 14 Pages

1934, as amended (the “Exchange Act”)) of 77,190,768 shares of Nextel Class A Common Stock¹ (constituting 6.95% of the total outstanding shares of Nextel’s Class A Common Stock). As to such shares, Motorola may be deemed to exercise sole voting and sole dispositive power with respect to 70,167,768 shares and shared voting and dispositive power as to 7,023,000 shares (including 29,053,780 and 606,220 shares of Class B Non-Voting Common Stock, respectively, which are convertible in certain circumstances into Class A Common Stock).

Motorola SMR is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 2,023,000 shares of Nextel Class A Common Stock (constituting 0.19% of the total outstanding shares of Nextel’s Class A Common Stock). As to such shares (which includes 606,220 shares of Class B Non-Voting Common Stock which are convertible in certain circumstances into Class A Common Stock), Motorola SMR may be deemed to exercise shared voting and dispositive power.

Motorola Canada is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 5,000,000 shares of Nextel Class A Common Stock (constituting 0.46% of the total outstanding shares of Nextel’s Class A Common Stock). As to such shares, Motorola Canada may be deemed to exercise shared voting and dispositive power.

None of Motorola, Motorola SMR, Motorola Canada, or any of the individuals in Appendices 1 through 3 has had any transactions in Nextel Class A Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item

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

Item 6 is amended to add the following paragraph as the twentieth paragraph of Item 6:

As more fully described in Item 3 above, on December 14, 2004, Motorola, Motorola SMR and Nextel entered into the 2004 Letter Agreement pursuant to which Motorola and Motorola SMR agreed not to dispose of the Class B Shares held by Motorola and Motorola SMR. The restrictions set forth in the 2004 Letter Agreement, if not terminated earlier pursuant to the terms therein, expire on December 31, 2006.

The last paragraph of Item 6 is amended and restated to read as follows:

The foregoing descriptions of the Contribution and Merger Agreement, the Merger Agreement Amendment, the Motorola Stock Purchase Agreement, the Registration Rights Agreement, the Contracts and the 2004 Letter 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 Registration Rights Agreement, each of the Contracts and the 2004 Letter Agreement which are incorporated herein by reference and copies of which were previously filed or are attached as described below in Item. 7.

¹	Motorola's beneficial ownership of Nextel Class A Common Stock consists of (i) 47,530,768 shares of Nextel Class A Common Stock and (ii) 29,660,000 shares of Nextel Class A Common Stock deemed to be outstanding under Rule 13d-3(d).

Schedule 13D


CUSIP No. 65332V103		Page 8 of 14 Pages

Item 7. Material to be Filed as Exhibits.

Item 7 is amended to add the following exhibit.


Exhibit 10		Letter Agreement dated December 14, 2004 among Nextel Communications, Inc., Motorola, Inc. and Motorola SMR, Inc.

Schedule 13D


CUSIP No. 65332V103		Page 9 of 14 Pages

SIGNATURES

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.


Dated: December 20, 2004	MOTOROLA, INC.

	By	/s/ David W. Devonshire
	Name:	David W. Devonshire
		Executive Vice President and
		Chief Financial Officer

Dated: December 20, 2004	MOTOROLA SMR, INC.

	By	/s/ Carol H. Forsyte
	Name:	Carol H. Forsyte
		Assistant Secretary

Dated: December 20, 2004	MOTOROLA CANADA LIMITED

	By	/s/ Carol H. Forsyte
	Name:	Carol H. Forsyte
		Assistant Secretary

Schedule 13D


CUSIP No. 65332V103		Page 10 of 14 Pages

APPENDIX I

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


Edward J. Zander		Chairman of the Board and Chief Executive Officer, Motorola, Inc.

Mike S. Zafirovski		President and Chief Operating Officer, Motorola, Inc.

H. Laurance Fuller		Retired; formerly Co-Chairman of the Board of Directors, BP Amoco, p.l.c. His business address is: Primacy Business Center, 1111 E. Warrenville Road, Suite 257, Naperville, IL 60563.

Judy C. Lewent		Executive Vice President and Chief Financial Officer and President, Human Health Asia, 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		Chairman of the Massachusetts Institute of Technology Media Laboratory. His business address is: Massachusetts Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA 02139.

Indra K. Nooyi		President and Chief Financial Officer, PepsiCo, Inc. Her business address is: 700 Anderson Hill Road, Purchase, NY 10577.

John E. Pepper, Jr.		Vice President, Finance and Administration, Yale University; Retired Chairman and Chief Executive Officer, Procter & Gamble Co. His business address is: Procter & Gamble Co., One Procter & Gamble Plaza, Cincinnati, OH 45202.

Samuel C. Scott III		Chairman, President and Chief Executive Officer, Corn Products International. His business address is: Corn Products International, 5 Westbrook Corporate Center, Westchester, IL 60154.

Ron Sommer		Former Chief Executive Officer of Deutsche Telekom AG. His business address is: Deutsche Telekom AG, Griedrich-Ebert-Allee 140, 53113 Bonn, Germany. Citizenship: German.

Douglas A. Warner III		Retired; formerly Chairman of the Board, J.P. Morgan Chase & Co. His business address is: J.P. Morgan Chase & Co., 345 Park Avenue, 11th Floor, New York, NY 10154.

Dr. John A. White		Chancellor, University of Arkansas. His business address is: University of Arkansas, 425 Administration Building, Fayetteville, AR 72701.

Schedule 13D


CUSIP No. 65332V103		Page 11 of 14 Pages

EXECUTIVE OFFICERS OF MOTOROLA, INC.

(WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)


Gregory Q. Brown		Executive Vice President, President and Chief Executive Officer, Commercial Government and Industrial Solutions Sector.

Dennis J. Carey		Executive Vice President, President and Chief Executive Officer, Integrated Electronics Systems Sector.

Eugene A. Delaney		Executive Vice President and President, Global Relations and Resources Organization.

David W. Devonshire		Executive Vice President and Chief Financial Officer.

Ruth A. Fattori		Executive Vice President, Human Resources.

Ronald Garriques		Executive Vice President and President, Personal Communications Sector.

A. Peter Lawson		Executive Vice President, General Counsel and Secretary.

Daniel M. Moloney		Executive Vice President, President and Chief Executive Officer, Broadband Communications Sector.

Adrian R. Nemcek		Executive Vice President, President and Chief Executive Officer, Global Telecom Solutions Sector.

Richard Nottenburg		Senior Vice President and Chief Strategy Officer.

Padmasree Warrior		Senior Vice President and Chief Technology Officer.

Schedule 13D


CUSIP No. 65332V103		Page 12 of 14 Pages

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.


David Devonshire		President of Motorola SMR, Inc. Executive Vice President and Chief Financial Officer of Motorola, Inc.

Garth L. Milne		Treasurer of Motorola 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 Motorola SMR, Inc. Executive Vice President, General Counsel and Secretary of Motorola, Inc.

Schedule 13D


CUSIP No. 65332V103		Page 13 of 14 Pages

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


Frank A. Maw		President of Motorola Canada Limited. His business address is: 8133 Warden, Markham, Ontario L6G 1B3. Citizenship: Canadian.

Robert Nichols		Vice President and Director of Business Operations of Motorola Canada Limited. His business address is: 8133 Warden, Markham, Ontario L6G 1B3. Citizenship: Canadian.

Edward J. Hughes		Assistant Treasurer of Motorola Canada Limited. Corporate Vice President and Director of Finance, Global Relations and Resources Organization, of Motorola, Inc. Citizenship: U.S.

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: U.S.

Paul C. Frew		Vice President and Director of the Government Relations Office of Motorola Canada Limited. His business address is: 8133 Warden, Markham, Ontario L6G 1B3. Citizenship: Canadian.

Mike Hortie		Vice President of Motorola Canada Limited. Director of Sales, Personal Communications Sector, Motorola, Inc. His business address is: 8133 Warden, Markham, Ontario L6G 1B3. Citizenship: Canadian.

Kathleen A. Bryan		Secretary of Motorola Canada Limited. Corporate Vice President, Commercial Government and Industrial Solutions Sector, Motorola, Inc. Citizenship: U.S.

EX-10 2 dex10.htm LETTER AGREEMENT Letter agreement

Exhibit 10

Nextel Communications Inc.

2001 Edmund Halley Drive

Reston, Virginia 20191

December 14, 2004

Motorola, Inc.

1303 East Algonquin Road

Schaumburg, Illinois 60196

Attention: David Devonshire

Ladies and Gentlemen:

You understand that we propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Sprint Corp., a Kansas corporation (“Saturn”) and Nextel Communications Inc., a Delaware corporation (the “Nextel”). In connection therewith, this will confirm our agreement as follows:

Restriction on Transfer. From and after the date hereof and until the Termination Date, Motorola, Inc. for itself and any entity controlled by Motorola, including Motorola SMR, Inc. (collectively, “Motorola”) hereby agrees that it will not enter into any transaction that constitutes a Disposition of any of its Class B Non-Voting Common Stock, par value $0.001 per share, of Nextel (the “Nextel Class B Common Stock”), or any shares of non-voting common stock of Saturn issued in exchange therefor pursuant to the Merger Agreement (the “Motorola Shares”). For this purpose, a “Disposition” shall mean (i) a direct sale of the Motorola Shares, (ii) a forward sale of the Motorola Shares or any similar transaction, (iii) any transaction that constitutes a constructive sale of the Motorola Shares under Section 1259 of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the “Code”), (iv) any transaction that constitutes a sale or exchange (or other disposition) of the Motorola Shares for U.S. federal income tax purposes, (v) any pledge of the Shares or similar transaction, (vi) any transaction that with the passage of time or upon the occurrence or non-occurrence of an event would give rise, directly or indirectly, to any transaction described in (i) through (v), and any agreement, understanding, arrangement, or substantial negotiations regarding such any such transaction, as determined for purposes of Section 355(e) of the Code and the Treasury Regulations thereunder.

2. Allowed Hedge. Except as provided herein, Motorola may not enter into any hedging, liquidity or similar transaction with respect to the Motorola Shares. Notwithstanding the foregoing, Motorola may enter into certain specified

hedging or monetizing transactions (each, an “Allowed Hedge”) that satisfy Paragraph 1, provided that any such Allowed Hedge must have terms that are substantially in the form of Exhibit A hereto. In addition, Nextel will reasonably consider any other proposed hedging or monetizing transactions as may be proposed by Motorola from time to time, but will have absolute discretion in determining whether or not any such proposed transaction will also be considered an Allowed Hedge based on Nextel’s good faith determination of whether or not such proposed hedging or monetizing transactions would cause a violation of Paragraph 1. Notwithstanding anything to the contrary contained herein, no transaction will be treated as an Allowed Hedge unless (i) it can be settled only in cash, and not by delivery of the Shares and (ii) Motorola’s obligations in the transaction are not secured by any express or implied pledge of the shares. In the case of each Allowed Hedge (including any proposed Allowed Hedge) Motorola shall provide Nextel with (i) documentation describing the material terms of the transaction in reasonable detail and (ii) a tax opinion in form and in substance reasonably satisfactory to Nextel from a nationally recognized law firm, stating that the Allowed Hedge (or proposed Allowed Hedge) satisfies the conditions of Paragraph 1. In the case of an Allowed Hedge that has terms that are substantially in the form of Exhibit A hereto, Motorola may enter into such transaction immediately upon providing the documentation and the opinion described in the preceding sentence. In the case of a proposed Allowed Hedge, Nextel shall notify Motorola whether or not such proposed transaction, in Nextel’s good faith determination, will be treated as an Allowed Hedge within five business days of delivery of such documentation and opinion.

3. Consent Fee. As consideration for Motorola’s compliance with the terms and conditions of this letter agreement, upon receipt of the necessary approvals by the stockholders of both Nextel and Saturn of the transactions contemplated by the Merger Agreement (the “Stockholder Approval”), Nextel hereby agrees to pay to Motorola, by wire transfer of immediately available funds, on the third (3rd) business day after receipt of Stockholder Approval, a fee of $50,000,000 (the “Consent Fee”), provided, that Motorola shall refund the Consent Fee to Nextel within five business days after the occurrence of the event described in clause (iv) of Paragraph 4 hereof if at such time the merger contemplated by the Merger Agreement has not been completed. Notwithstanding the foregoing, if after January 1, 2005 and prior to the receipt of the Stockholder Approval Motorola notifies Nextel of its intent to enter into an Allowed Hedge, Nextel shall pay the Consent Fee on the business day immediately preceding the date upon which Motorola intends to enter into such Allowed Hedge, provided, that Motorola shall refund such amount to Nextel within five business days after occurrence of either of the events described in clauses (iii) and (iv) of Paragraph 4 hereof if at such time the merger contemplated by the Merger Agreement has not been completed.

4. Termination. This letter agreement and all of the rights, obligations or duties hereunder shall terminate and have no further force or effect (such date of termination, the “Termination Date”) on the earlier to occur of (i) December 31, 2006, (ii) the second business day following the date of completion of the “ILEC Separation,” as defined in the Merger Agreement, (iii) immediately following the termination of the Merger Agreement by the parties thereto, and (iv) the second business day following the date of any event, the result of which eliminates the ability of Saturn or

the Surviving Company, as defined in the Merger Agreement, to consummate the “ILEC Separation” as defined in the Merger Agreement, on a tax-free basis (including without limitation a change of control of Saturn or the Surviving Company).

5. No Inconsistent Agreements. Motorola hereby covenants and agrees that, except as contemplated by this letter agreement, it shall not enter into any agreement, arrangement or understanding with any person (other than Nextel or Saturn) with respect to the Motorola Shares which would prevent Motorola from complying with his obligations under this letter agreement.

6. Stop Transfer. Nextel and any duly appointed transfer agent for the registration or transfer of the Motorola Shares are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement.

7. Further Assurances. From time to time, at either party’s reasonable request and without further consideration, the other party agrees that it shall use its reasonable best efforts to execute and deliver such additional documents and take all such further lawful action as the first party may reasonably request in connection with the performance of the latter party’s obligations under this letter agreement.

8. Miscellaneous.

(a) Entire Agreement. This letter agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(b) Assignment. This letter agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party (whether by operation of law or otherwise) without the prior written consent of the other party; provided that, Nextel may assign its rights and obligations to the “Surviving Company,” as defined in the Merger Agreement, and to any other person into which Nextel may be merged, whether formally or by operation of law, or that is the transferee of all or substantially all of the assets of Nextel. Nothing in this letter agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this letter agreement.

(c) Amendments; Waiver. This letter agreement may not be amended, changed, supplemented or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each of the parties hereto. The parties may waive compliance by the other parties hereto with any representation, agreement or condition

otherwise required to be complied with by such other party hereunder, but any such waiver shall be effective only if in writing executed by the waiving party.

(d) Severability. Any provision of this letter agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of this letter agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

(e) Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this letter agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this letter agreement; provided, however, that the foregoing provisions of this Paragraph 8(e) shall not apply to any claim by Motorola for enforcement of its rights under Paragraph 2 with respect to any proposed Allowed Hedge that is not described in Exhibit A hereto.

(f) Remedies. All rights, powers and remedies provided under this letter agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. The failure of any party hereto to exercise any right, power or remedy provided under this letter agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with his or its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of his or its right to exercise any such or other right, power or remedy or to demand such compliance.

(g) Governing Law. This letter agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof.

(h) Counterparts. This letter agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

(i) Class B Shares. Nextel hereby confirms that the Merger Agreement provides for the exchange of the shares of Class B Non-Voting Common Stock, par value $0.001 per share, of Nextel (the “Class B Non-Voting Common Stock”) now held by Motorola for shares of Non-Voting Common Stock of the ultimate parent company resulting from the transactions contemplated by the Merger Agreement that have substantially identical rights to the rights of the Class B Non-Voting Common Stock as set forth in the Amended Certificate of Incorporation of Nextel.

(j) Reference to Nextel. Reference to Nextel prior to completion of the merger contemplated by the Merger Agreement means Nextel and reference to Nextel subsequent to completion of the merger contemplated by the Merger Agreement means the combined Saturn-Nextel company.

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If the foregoing is consistent with your understanding and is acceptable to you, please execute one copy of this letter agreement and return it to us whereupon this letter agreement shall become a binding agreement among us.


Sincerely,

NEXTEL COMMUNICATIONS INC.

By:		/s/ Paul N. Saleh
Name:		Paul N. Saleh
Title:		Executive Vice President and Chief Financial Officer


Agreed, acknowledged and accepted as of the 14th day of December, 2004.

MOTOROLA, INC.

By:		/s/ David W. Devonshire
Name:		David W. Devonshire
Title:		Executive Vice President and
		Chief Financial Officer

MOTOROLA SMR, INC.

By:		/s/ David W. Devonshire
Name:		David W. Devonshire
Title:		President

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