-----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, Aq4j0DYgjEn9F3rWfPb1Y1emLWoGsEuFFjmy4AvWVwSjTHMWXTUNKNd6nGJRf1Yd o0XEU7Noqy90irkNSOF6sQ== 0000899140-97-000682.txt : 19971021 0000899140-97-000682.hdr.sgml : 19971021 ACCESSION NUMBER: 0000899140-97-000682 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971020 SROS: NASD GROUP MEMBERS: CRAIG O. MCCAW GROUP MEMBERS: DENNIS WEIBLING GROUP MEMBERS: EAGLE RIVER INVESTMENTS LLC GROUP MEMBERS: EAGLE RIVER, INC. GROUP MEMBERS: WENDY P. MCCAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTLINK COMMUNICATIONS LLC CENTRAL INDEX KEY: 0001015126 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 911738221 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51757 FILM NUMBER: 97698252 BUSINESS ADDRESS: STREET 1: 155 108TH AVE N E STREET 2: 8TH FLOOR CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2065198900 MAIL ADDRESS: STREET 1: 155 108TH AVE N E STREET 2: 8TH FLOOR CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE RIVER INVESTMENTS LLC CENTRAL INDEX KEY: 0001044102 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NEXTLINK COMMUNICATIONS, INC. (Name of Issuer) Class A Common Stock, $.02 par value (Title of Class of Securities) 65333H707 (CUSIP Number) C. James Judson, Esq. Bruce R. Lederman General Counsel Latham & Watkins Eagle River Investments, L.L.C. 633 West Fifth Street, Suite 400 2300 Carillon Point Los Angeles, California 90071 Kirkland, Washington 98033-7353 213-485-1234 425-828-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1997 (Date of Event which Requires Filing 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 [ ]. SCHEDULE 13D CUSIP No. 65333H707 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eagle River Investments, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Washington 7. SOLE VOTING POWER None SHARES 8. SHARED VOTING POWER BENEFICIALLY 18,871,786 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 18,871,786 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,871,786 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.8% 14. TYPE OF REPORTING PERSON* 0O -2- SCHEDULE 13D CUSIP No. 65333H707 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eagle River, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Washington 7. SOLE VOTING POWER None SHARES 8. SHARED VOTING POWER BENEFICIALLY 18,878,406 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 18,878,406 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,878,406 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.8% 14. TYPE OF REPORTING PERSON* CO -3- SCHEDULE 13D CUSIP No. 65333H707 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Craig O. McCaw 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 266,466 SHARES 8. SHARED VOTING POWER BENEFICIALLY 18,878,406 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 18,878,406 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,144,872 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.1% 14. TYPE OF REPORTING PERSON* IN -4- SCHEDULE 13D CUSIP No. 65333H707 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dennis Weibling 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 1,500 SHARES 8. SHARED VOTING POWER BENEFICIALLY 18,871,786 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,500 WITH 10. SHARED DISPOSITIVE POWER 18,871,786 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,873,286 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.1% 14. TYPE OF REPORTING PERSON* IN -5- SCHEDULE 13D CUSIP No. 65333H707 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wendy P. McCaw 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 9,722,649 SHARES 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 9,722,649 WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,722,649 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.7% 14. TYPE OF REPORTING PERSON* IN -6- Explanatory Note: - ----------------- As a result of executing a NEXTLINK Shares Agreement (the "Agreement") in connection with a portion of the settlement of a pending divorce action between Mr. Craig O. McCaw and Mrs. Wendy P. McCaw effective as of October 10, 1997, Eagle River Investments, L.L.C., a Washington limited liability company that is controlled by Mr. McCaw ("Eagle River"), Eagle River, Inc. ("ER Inc."), a Washington corporation, Mr. McCaw and Mr. Dennis Weibling, each a member of Eagle River, may be deemed, for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), to have formed a "group" with Mrs. McCaw. Eagle River, ER Inc., Mr. McCaw, Mr. Weibling and Mrs. McCaw are sometimes referred to herein as the "Reporting Persons." Item 1. Security and Issuer. - ------- -------------------- This Statement on Schedule 13D relates to shares of Common Stock, $.02 par value per share (the "Class A Common Stock") of NEXTLINK Communications, Inc., a Washington corporation (the "Issuer") that are issuable upon conversion of shares of Class B Common Stock, par value $.02 per share on a one-for-one basis (the "Class B Common Stock"). The address of the principal executive offices of the Issuer is 155 108th Avenue N.E., 8th Floor, Bellevue, Washington 98004. Item 2. Identity and Background. - ------- ------------------------ (a)-(c) and (f). This Statement is being filed by the Reporting Persons. Eagle River is organized under the laws of the State of Washington, and its principal business address is 2300 Carillon Point, Kirkland, Washington 98033-7353. Eagle River is a limited liability company that is managed by its members. Eagle River is filing this Statement as the beneficial owner of 18,871,786 shares of Class B Common Stock. Eagle River is engaged in the business of holding investments in certain telecommunications ventures, including the Issuer. ER Inc. is organized under the laws of the State of Washington, and its principal business address is 2300 Carillon Point, Kirkland, Washington 98033-7353. Eagle River is filing this Statement as a member of Eagle River. ER Inc. is engaged in the business of the purchase, sale and holding of securities and other investment instruments. Mr. McCaw, a United States citizen, is filing this Statement in his capacity as a member of Eagle River. Mr. McCaw's business address is 2300 Carillon Point, Kirkland, Washington 98033-7353. Mr. McCaw is engaged in the business of -7- holding investments in certain telecommunications ventures, including the Issuer. Mr. McCaw is also a director of the Issuer. Mr. Weibling, a United States citizen, is filing this Statement in his capacity as a member of Eagle River. Mr. Weibling disclaims beneficial ownership in all securities held by Eagle River, except to the extent of his pecuniary interest therein. Mr. Weibling's business address is 2300 Carillon Point, Kirkland, Washington 98033-7353. Mr. Weibling is in the business of serving as President of ER Inc. and a director of the Issuer. Mrs. McCaw, a United States citizen, is filing this Statement as the beneficial owner of 9,722,649 shares of Class B Common Stock. Mrs. McCaw's business address is c/o Lasher Holzappel Sperry & Ebberson, PLLC, 2600 Two Union Square, 601 Union Street, Seattle, Washington 98101-4000, Attention Earl P. Lasher, III, Esq. Mrs. McCaw is a private investor. The names, business addresses, principal occupations and citizenship of the executive officers of Eagle River are set forth in Annex A hereto and are incorporated herein by reference. The names, business addresses, principal occupations and citizenship of the directors and executive officers of ER Inc. are set forth in Annex B hereto and are incorporated herein by reference. (d) and (e). During the last five years, the Reporting Persons and, to the best knowledge of the Reporting Persons, the executive officers of Eagle River and ER Inc. have not (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration. - ------- -------------------------------------------------- Eagle River purchased the securities reported in Item 5 prior to the registration of the Class A Common Stock under Section 12(g) of the Exchange Act with approximately $55.0 million of working capital contributed by Mr. McCaw. Mrs. McCaw obtained beneficial ownership of the securities reported in Item 5 in connection with the settlement of a pending divorce proceeding between Mr. McCaw and Mrs. McCaw. -8- Item 4. Purpose of Transaction. - ------- ----------------------- Eagle River acquired the securities reported in Item 5 in connection with the formation of the Issuer and in connection with additional equity contributions prior to April 1997. In connection with the settlement of a pending divorce action between Mr. McCaw and Mrs. McCaw, Mr. McCaw has agreed, within 60 days, to transfer beneficial and, under certain circumstances, legal ownership to Mrs. McCaw of 9,722,649 shares of Class B Common Stock. The Class B Common Stock is convertible, at any time and on a one-for-one basis, for shares of Class A Common Stock, which is registered pursuant to Section 12(g) of the Exchange Act. In connection with the transfer, effective as of October 10, 1997, Mr. McCaw and Mrs. McCaw entered into the Agreement. The Agreement provides that for so long as Mrs. McCaw owns shares of Class B Common Stock, Mr. McCaw will have the right, at his election, to obtain a proxy from Mrs. McCaw for such of her shares of Class B Common Stock or Class A Common Stock, as the case may be, as are necessary for Mr. McCaw to have 51% of the voting power of the Issuer, but this right shall expire after Mr. McCaw has sold 50% or more of his existing shares of Class B Common Stock. In addition, Mr. McCaw has agreed to vote in favor of Mrs. McCaw's designate to the Board of Directors of the Issuer, should Mrs. McCaw elect to exercise her right to do so, but this obligation shall expire after Mrs. McCaw has sold 50% or more of her existing Class B Common Stock or when their combined voting power is insufficient to elect three directors. The Reporting Persons may from time to time seek to increase, reduce or dispose of their investment in the Issuer in the open market, in privately negotiated transactions, or otherwise. The determination to effect any such transactions will depend on, among other things, the market price, availability of funds, borrowing costs, market conditions, tax considerations, developments affecting the Issuer and the Reporting Persons, other opportunities available to the Reporting Persons and other considerations. As a result of the beneficial ownership of 54.8% of the Class B Common Stock, Eagle River controls the Issuer. As a result, Mr. McCaw, who is the controlling member of Eagle River, will have the ability to control the direction and future operations of the Issuer. -9- From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of the Issuer in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D, including, without limitation, such matters as disposing of or selling all or a portion of the Issuer or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer's capitalization or dividend policy. Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of Issuer. - ------- --------------------------------- (a) and (b). (i) Eagle River may be deemed to have voting and investment power with respect to 28,594,435 Class B Common Stock, which are convertible into 28,594,435 Class A Common Stock at any time. Such shares of Class B Common Stock represent 83.1% of the Class B Common Stock and 61.0% of the Class A Common Stock determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Eagle River shares voting and investment power with ER Inc. and Mr. McCaw, and may be deemed to share voting power with Mrs. McCaw. Eagle River disclaims beneficial ownership in 9,722,649 shares of Class B Common Stock beneficially owned by Mrs. McCaw. (ii) ER Inc. may be deemed to have voting and investment power with respect to 28,594,435 shares of Class B Common Stock, which are convertible into 28,594,435 shares of Class A Common Stock at any time and an additional 6,620 shares of Class A Common Stock pursuant to options to acquire such Class A Common Stock that are exercisable within 60 days. Such shares of Class B Common Stock represent 83.1% of the Class B Common Stock and 61.0% of the Class A Common Stock determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. ER Inc. shares voting and investment power with Eagle River and Mr. McCaw with respect to the 28,594,435 shares of Class A Common Stock and may be deemed to share voting power with Mrs. McCaw. ER Inc. disclaims -10- beneficial ownership in 9,722,649 shares of Class B Common Stock beneficially owned by Mrs. McCaw. (iii) Mr. McCaw may be deemed to have voting and investment power with respect to 28,860,901 shares of Class B Common Stock, which are convertible into 28,860,901 shares of Class A Common Stock at any time and an additional 6,620 shares of Class A Common Stock pursuant to options to acquire such Class A Common Stock that are exercisable within 60 days. Such shares of Class B Common Stock represent 83.9% of the Class B Common Stock and 61.2% of the Class A Common Stock determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Mr. McCaw shares voting and investment power with Eagle River and ER Inc. with respect to 28,594,435 shares of Class A Common Stock, and may be deemed to share voting power with Mrs. McCaw. Mr. McCaw disclaims beneficial ownership in 9,722,649 shares of Class B Common Stock beneficially owned by Mrs. McCaw. (iv) Mr. Weibling may be deemed to have voting and investment power with respect to 28,594,435 shares of Class B Common Stock, which are convertible into 28,594,435 shares of Class A Common Stock at any time as a result of his membership in Eagle River, and an additional 1,500 shares of Class A Common Stock that are held in trust for Mr. Weibling's minor children. Such shares of Class B Common Stock represent 83.1% of the Class B Common Stock and 61.0% of the Class A Common Stock determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Mr. Weibling may be deemed to share voting and investment power with Eagle River, ER Inc. and Mr. McCaw, and voting power with Mrs. McCaw. Mr. Weibling disclaims beneficial ownership in all securities held by Eagle River, except to the extent of his pecuniary interest therein. Mr. Weibling also disclaims beneficial ownership in 9,722,649 shares of Class B Common Stock beneficially owned by Mrs. McCaw. (v) Mrs. McCaw may be deemed to have voting and investment power with respect to 28,860,901 shares of Class B Common Stock, which are convertible into 28,860,901 shares of Class A Common Stock at any time, 1,500 shares of Class A Common Stock and an additional 6,620 shares of Class A Common Stock pursuant to options to acquire such Class A Common Stock that are exercisable within 60 days. Such shares of Class B Common Stock represent 83.9% of the Class B Common Stock and 61.2% of the Class A Common Stock determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. Mrs. McCaw may be deemed to share voting power and investment power with Eagle River, ER Inc., Mr. McCaw and Mr. Weibling. Mrs. McCaw disclaims beneficial ownership of an aggregate of 19,138,252 shares of Class B Common Stock and 8,120 shares of Class A Common Stock beneficially owned by Mr. McCaw, Eagle River, ER Inc. and Mr. Weibling. -11- All percentages contained in this Schedule 13D have been calculated based upon 34,406,523 shares of Class B Common Stock outstanding and 18,290,429 shares of Class A Common Stock outstanding, each as of October 1, 1997, the closing date of the Issuer's initial public offering. (c) There have been no transactions in shares of Class A Common Stock by the Reporting Persons or, to the best knowledge of the Reporting Persons, by any of Eagle River's or ER Inc.'s executive officers and executive officers and directors, respectfully, during the past 60 days, except as follows. On October 1, 1997, Eagle River sold 3,200,000 shares of Common Stock in an underwritten public offering. Such offering was effected on the Nasdaq National Market. Eagle River received an aggregate of $51,000,000 in connection with such public offering with a price per share of $15.9375, net of underwriting discount and commission. (ii) Effective October 10, 1997, Mr. McCaw agreed to use his best efforts to transfer beneficial and, under certain circumstances, legal ownership to Mrs. McCaw by October 31, 1997 of 9,722,649 shares of Class B Common Stock in connection with the settlement of a pending divorce proceeding. (iii) On October 1, 1997, Mr. Weibling purchased 1,500 shares of Class A Common Stock at a purchase price of $17.00 directly from the underwriters in the initial public offering for the Issuer. Such shares are held in trust for Mr. Weibling's minor children. (iv) On October 1, 1997, Mr. Hoglund purchased 3,000 shares of Class A Common Stock at a purchase price of $17.00 directly from the underwriters in the initial public offering for the Issuer. Such shares are held in trust for Mr. Hoglund's minor children. In addition, on October 1, 1997, Mr. Hoglund purchased 5,000 shares of Class A Common Stock at a purchase price of $17.00 directly from the underwriters in the initial public offering for the Issuer. (d) To the knowledge of the Reporting Persons, no person other than each respective record owner referred to herein of shares of Class A Common Stock or Class B Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of shares of Class A Common Stock and Class B Common Stock, except that the respective members and shareholders, as relevant, of Eagle River and ER Inc. have the right to participate in the receipt of dividends from or proceeds of the sale of, the shares of Class A Common Stock and Class B Common Stock held for their respective accounts. (e) Not applicable. -12- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------- to Securities of the Issuer. --------------------------------------------------------------------- Other than the Agreement described in response to Item 4 (which response is incorporated herein by reference) and the transactions contemplated thereby, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, or, to the best knowledge of the Reporting Persons, among any of the Eagle River's executive officers or ER Inc.'s executive officers and directors or between any of Eagle River's executive officers or ER Inc.'s executive officers and directors and any other person, with respect to the Class A Common Stock or Class B Common Stock. Item 7. Material to Be Filed as Exhibits. - ------- --------------------------------- Exhibit 99.1 NEXTLINK Shares Agreement, dated effective as of October 10, 1997, between Craig O. McCaw and Wendy P. McCaw Exhibit 99.2 Joint Filing Agreement among the Reporting Persons dated as of October 20, 1997 -13- 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. Dated: October 20, 1997 EAGLE RIVER INVESTMENTS, L.L.C. By: /s/ C. James Judson --------------------------- C. James Judson Vice President EAGLE RIVER, INC. By: /s/ C. James Judson ----------------------------- C. James Judson Vice President /s/ Craig O. McCaw _________________________________________ Craig O. McCaw /s/ Dennis Weibling _________________________________________ Dennis Weibling /s/ Wendy P. McCaw _________________________________________ Wendy P. McCaw -14- Annex A Executive Officers of Eagle River Investments L.L.C. Principal Occupation Business at Eagle River Name Address Investments, L.L.C. Citizenship - ---- -------- -------------------- ----------- Craig O. 2300 Carillon McCaw Point Chairman United States Kirkland, Washington 98033-7353 Dennis 2300 Carillon President and Weibling Point Treasurer United States Kirkland, Washington 98033-7353 C. James 2300 Carillon Judson Point Vice President, General United States Kirkland, Washington Secretary 98033-7353 William A. 2300 Carillon Hoglun Point Vice President and United States Kirkland, Washington Chief Financial 98033-7353 Officer -15- Annex B Executive Officers of Eagle River, Inc. Name Business Principal Occupation Address at Eagle River, Citizenship Inc. Craig O. 2300 Carillon McCaw Point Chairman United States Kirkland, Washington 98033-7353 Dennis 2300 Carillon President and Weibling Point Treasurer United States Kirkland, Washington 98033-7353 C. James 2300 Carillon Judson Point Vice President, General United States Secretary Kirkland, Washington 98033-7353 William A. 2300 Carillon Hoglun Point Vice President and United States Chief Financial Officer Kirkland, Washington 98033-7353 -16- EX-99.1 2 SHARES AGREEMENT Exhibit 99.1 NEXTLINK SHARES AGREEMENT The Parties have, as an integral part of their marital settlement, reached a settlement of all issues and wish to set forth the essential terms having to do with shares of NextLink Communications, Inc. owned by the Parties (the "Existing Stock") in this Agreement, which will be binding and enforceable between them. This Agreement shall be effective as of October 10, 1997. 1. Property Division. The Parties shall allocate to Wendy P. McCaw ("Wife") 9,722,649 shares of Class B common stock of NextLink. 2. Allocation. The NextLink shares allocated to Wife will be distributed free of all liens and encumbrances and will be vested in Wife's name. The NextLink shares shall be freely transferable by Wife, subject to compliance with the applicable securities and other laws and SEC regulations, and, to the extent applicable to Wife, all Company-established policies and rules regarding insider trading and non-public information. Except for the shareholder rights and minority protections in Section 5 through 9 herein which shall supersede the following provisions, Wife's ownership of shares in NextLink shall be subject to terms and restrictions contained in the Articles of Incorporation of NextLink, its Bylaws, its Stock Option Plan dated January 15, 1997, and the Registration Rights Agreement dated January 15, 1997 among NextLink and certain holders of its Class B common stock. Each Party will use best efforts to minimize the effect of such restrictions. 3. Closing. The Parties shall use best efforts to transfer stock of NextLink to Wife by October 31, 1997, subject to the provisions of Section 4 below. 4. Wife's Option. Wife shall have the option of retaining part or all of her shares of NextLink in Eagle River Investments, LLC, ("Eagle River") on the following terms and conditions. The LLC Agreement of Eagle River would be amended to continue her as a member and to accurately reflect her separate interest in NextLink. Upon 30 days notice and, notwithstanding any restrictions to the contrary in the limited liability company agreement of Eagle River, Wife would be entitled to cause Eagle River to distribute Wife's NextLink stock to her. Any such distribution to her would be free and clear of all liens and liabilities and Craig O. McCaw ("Husband") will use best efforts to assure that, after any such distribution, Wife will have those existing rights that are applicable to NextLink in its present status within Eagle River. Alternatively, Wife shall have the right to require Eagle River to sell her proportionate share of NextLink stock at her sole cost, effort and expense, and to receive the proceeds therefrom as a distribution, all subject to applicable securities and other laws and SEC regulations, and, to the extent applicable to Wife, all Company-established policies and rules regarding insider trading and non-public information. Wife will bear the tax consequences of any such sale. Wife will be able freely to pledge or mortgage her interest in Eagle River, provided that any such pledgee or mortgage holder will agree that, in the event of any foreclosure, the only requirement of Eagle River is that it distribute to such pledgee or mortgage holder Wife's NextLink stock and its only rights with respect to Eagle River will be to obtain such NextLink stock. The Parties agree that the tax issues relating to withdrawal of the Existing Stock will be handled in the same manner as the Parties utilize with respect to other securities being dealt with as a result of their marital settlement. Prior to distribution, Wife would have approval rights with respect to any changes in the Eagle River governing documents that would adversely effect her NextLink stock. If a majority in interest of the Eagle River members approves changes in the Eagle River governing documents, and Wife disapproves of such changes, and the changes do not discriminate against her interest and apply uniformly to all other Eagle River members, then Eagle River may distribute Wife's NextLink stock to her if she does not withdraw her disapproval. Wife's rights under this paragraph are subject to applicable law, including securities laws, and to NextLink documents listed in paragraph 2 hereof. 5. Tag Along. Wife will have tag along rights with respect to NextLink in connection with any sale or transfer or series of related sales by Husband or an entity controlled by him of control of NextLink or of 50% or more of the interest in NextLink owned by him or any of his controlled entities. 6. Registration Rights. At Wife's option, Husband shall cause Wife to become a party to the Registration Rights Agreement dated as of January 15, 1997 between NextLink and a number of other signatories, including Eagle River, or separately to be granted similar rights. The right to a demand registration may be exercised only once by Wife, and all demand registration rights may only be exercised after the announcement of first quarter 1998 financial results of NextLink, or June 30, 1998, whichever is sooner. In addition, Wife will receive piggyback registration rights as to any registration in which Husband or any of his affiliates has a right to register any NextLink shares. 7. Information Rights. Wife shall have, at her option, the right to receive information distributed to NextLink board members in their capacities as directors. 8. Voting Rights. Wife will retain her existing voting rights with respect to her shares of NextLink Class B common stock (10:1) upon the distribution from Eagle River to her, or to a trust or other entity of which she is the beneficial owner. For so long as Wife owns such shares, Husband will have the right, at his election, to obtain a proxy from her for such of her shares as are necessary for him to have 51% of the voting power of NextLink, but this right shall expire after he has sold 50% or more of his existing NextLink stock. Wife will have the right to designate one NextLink director and Husband and any entity controlled by him owning NextLink shares will vote their shares to support her designee, but this right shall expire after she has sold 50% or more of her existing NextLink stock or when their combined voting power is insufficient to elect three directors. 9. Drag Along Rights. Wife agrees to grant to Husband drag along rights in Husband's favor so long as the price the Parties are to receive for NextLink shares is equal to or greater than the stock's current market trading value as of the time the drag along rights are exercised. 10. Dispute Resolution. The Parties agree to resolve any disputes under this Agreement in the same manner as they utilize to resolve other disputes arising out of their marital settlement. 2 11. Amendments, etc. This Agreement supersedes any and all other prior understandings or agreements concerning the ownership of the Existing Stock. The Parties may in connection with other matters arising out of the settlement of their marital property, amend, modify of supplement the terms and provisions of this Agreement, but such amendments, modifications or supplements shall not be effective unless set forth in a writing executed by both Parties dated subsequent hereto. 12. Other. This Agreement a) may be specifically enforced, and the Parties agree that in cases where specific enforcement is feasible, it will not be urged that a remedy at law is adequate or preferable; b) is governed by Washington law; c) shall be kept confidential except as reasonable determined by each party in the ordinary course of business; d) may be executed in multiple counterparts and by FAX; e) shall remain in full force and effect in case of the death of either or both Parties and may be enforced by or against the estate of either. Each party warrants that he or she has been fully advised by counsel with respect to this Agreement. /s/ Craig O. McCaw /s/ Wendy P. McCaw Craig O. McCaw Wendy P. McCaw 3 EX-99.2 3 JOINT FILING AGREEMENT EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D dated October 20, 1996, with respect to the Class A Common Stock of NEXTLINK Communications, Inc. is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Dated: October 20, 1997 EAGLE RIVER INVESTMENTS, L.L.C. By: /s/ C. James Judson --------------------------- C. James Judson Vice President EAGLE RIVER, INC. By: /s/ C. James Judson ----------------------------- C. James Judson Vice President /s/ Craig O. McCaw _________________________________________ Craig O. McCaw /s/ Dennis Weibling _________________________________________ Dennis Weibling /s/ Wendy P. McCaw _________________________________________ Wendy P. McCaw -17- -----END PRIVACY-ENHANCED MESSAGE-----