-----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, KEFVIn/xN9jK/e99Hi2iq8ULga4SoXUO7bqbnC9TVA2FFQiWx9DEsEriCYxTOVXB zAyAR1MVsiEMvSu8hyEbmQ== 0000101830-06-000015.txt : 20060627 0000101830-06-000015.hdr.sgml : 20060627 20060627125624 ACCESSION NUMBER: 0000101830-06-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060626 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060627 DATE AS OF CHANGE: 20060627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 06926485 BUSINESS ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-433-4000 MAIL ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 8-K 1 k20060627.txt NEXTEL PARTNERS ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________ FORM 8-K ________________________________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 26, 2006 ________________________________________________________________________________ SPRINT NEXTEL CORPORATION (Exact name of Registrant as specified in its charter) ________________________________________________________________________________ Kansas 1-04721 48-0457967 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2001 Edmund Halley Drive, Reston, Virginia 20191 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 433-4000 (Former name or former address, if changed since last report) ________________________________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ________________________________________________________________________________ ________________________________________________________________________________ Item 8.01 Other Events. On June 26, 2006, Nextel Partners, Inc. ("Nextel Partners") redeemed for $28.50 per share all of its Class A Common Stock pursuant to the "Put Right" under its Restated Certificate of Incorporation, as amended (the "Charter"). All shares of the Class B Common Stock of Nextel Partners continue to be outstanding and held by Nextel WIP Corp., a wholly-owned indirect subsidiary of Sprint Nextel Corporation ("Sprint Nextel"). As a result, Nextel WIP Corp. now owns 100% of the capital stock of Nextel Partners. Each outstanding option to acquire shares of Class A Common Stock of Nextel Partners became fully vested at the closing of the redemption and each holder of an option received an amount in cash equal to the product of (1) the number of shares of Class A Common Stock subject to the option multiplied by (2) the excess, if any, of the $28.50 redemption price over the exercise price per share of the option. The redemption price of $28.50 per share was determined by an independent third party appraisal process in accordance with the provisions of the Charter after the shareholders of Nextel Partners exercised their right to require the purchase, at fair market value, of the outstanding shares of Nextel Partners stock that Nextel WIP Corp. did not own. The total amount of consideration paid to holders of Class A Common Stock and holders of options to purchase shares of Class A Common Stock was approximately $6.5 billion, funded in cash by Sprint Nextel subsidiaries. A copy of the press release announcing completion of the transaction is attached hereto as Exhibit 99 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed with this report: Exhibit No. Description 99 Press Release, dated as of June 26, 2006 1 ________________________________________________________________________________ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPRINT NEXTEL CORPORATION Date: June 27, 2006 By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary 2 ________________________________________________________________________________ EXHIBIT INDEX Number Exhibit 99 Press Release, dated as of June 26, 2006. 3 EX-99 2 k20060627exhibit99.txt PRESS RELEASE Exhibit 99 [SPRINT NEXTEL LOGO] News Release Sprint Nextel 2001 Edmund Halley Drive Reston, VA 20191 Media Contacts: James Fisher, 703-433-8677 james.w.fisher@sprint.com Susan Johnston, 425-576-3617 Susan.johnston@nextelpartners.com Investor Relations Contact: Kurt Fawkes, 800-259-3755 investor.relations@sprint.com SPRINT NEXTEL COMPLETES ACQUISITION OF NEXTEL PARTNERS o Sprint Nextel Acquires More Than 2.1 Million Customers o Extends Company's iDEN Service Territory to an Additional 54 Million People RESTON, Va. - June 26, 2006 - Sprint Nextel Corp. (NYSE: S) announced today the completion of its acquisition of Nextel Partners for approximately $6.5 billion, representing $28.50 per share of Nextel Partners Class A Common stock. Sprint Nextel, which previously owned approximately 31 percent of Nextel Partners common stock, now controls licensed wireless spectrum in 58 additional markets, reaching about 54 million additional people in mid-sized and rural markets in 31 states. With the acquisition, Sprint Nextel has approximately 51 million wireless subscribers, based on first quarter 2006 reporting. "The acquisition of Nextel Partners marks another important milestone as Sprint Nextel executes our vision of converging our unique wireless and Internet wireline assets to create an entirely new suite of mobility and IP-based products and services for our customers," said Sprint Nextel President and CEO Gary Forsee. "With this acquisition, and the expanded Nextel iDEN network footprint, we will be able to offer customers in Nextel Partners' territories the full range of products and services more quickly and efficiently, and we will benefit from managing this part of our business under a consolidated organization and cost structure." The acquisition will be seamless for Nextel Partners' subscribers and all existing sales and customer service channels will remain in place as Sprint Nextel executes a plan to gradually integrate those subscribers and support functions into its existing operations. The Federal Communications Commission announced its approval of the purchase and transfer of more than 6,000 licenses on June 20, and the purchase has received all other required approvals. Nextel Partners' stock (NASDAQ: NXTP) ceased trading on the NASDAQ stock exchange after the market closed today. About Sprint Nextel Sprint Nextel offers a comprehensive range of communications services bringing mobility to consumer, business and government customers. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two robust wireless networks offering industry leading mobile data services; instant national and international walkie-talkie capabilities; and an award-winning and global Tier 1 Internet backbone. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the company's product and services and plans to integrate Nextel Partners' customers and operations. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risks that are described from time to time in Sprint Nextel's reports filed with the SEC, including its annual report on Form 10-K for the year ended December 31, 2005, as amended, and its quarterly reports on Form 10-Q filed in 2006. This document speaks only as of its date, and Sprint and Nextel each disclaims any duty to update the information herein. -----END PRIVACY-ENHANCED MESSAGE-----