McCaw Wendy P, et al. – ‘SC 13D/A’ on 6/16/99 re: Nextel Communications Inc

On:  Wednesday, 6/16/99   ·   Accession #:  950150-99-784   ·   File #:  5-42889

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D (Amendment No. 3)                        11     38K 

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
 (Amendment No. 3)

 Under the Securities Exchange Act of 1934

 NEXTEL COMMUNICATIONS, INC.
(Name of Issuer)

 Class A Common Stock, $.001 par value
(Title of Class of Securities)

 65332V 10 3
(CUSIP Number)

Joseph L. Cole
Executive Vice President & General Counsel
Ampersand Holdings, Inc.
 1301 Santa Barbara Street
 Santa Barbara, California 93101
(805) 963-7301
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

June 10, 1999 
(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 [ ].       

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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
SHARES BENEFICIALLY OWNED BY             6,282,659                            
REPORTING PERSON WITH       8.       SHARED VOTING POWER              
             5,369,485

                 9.       SOLE DISPOSITIVE POWER
             6,282,659
                   10.      SHARED DISPOSITIVE POWER
             5,369,485

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
11,652,144                                  

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN         
SHARES*           [x]                                         

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
4.1%                                        

14.      TYPE OF REPORTING PERSON*                                              
IN                                          

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1.       NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

The Ampersand Telecom Trust                 

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                                   
California                                  

            7.       SOLE VOTING POWER

SHARES BENEFICIALLY OWNED BY    8.       SHARED VOTING POWER                  
REPORTING PERSON WITH                5,369,485                        

                 9.       SOLE DISPOSITIVE POWER

                   10.      SHARED DISPOSITIVE POWER
             5,369,485

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
5,369,485                                   

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN         
SHARES*           [x]                                         

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
1.9%                                        

14.      TYPE OF REPORTING PERSON*                                              
OO                                          

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1.       NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Ampersand Telecom, LLC                      

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                                   
Delaware                                    

            7.       SOLE VOTING POWER

SHARES BENEFICIALLY OWNED BY    8.       SHARED VOTING POWER                  
REPORTING PERSON WITH                5,369,485                        

                 9.       SOLE DISPOSITIVE POWER

                   10.      SHARED DISPOSITIVE POWER
             5,369,485

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
5,369,485                                   

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN         
SHARES*           [x]                                         

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
1.9%                                        

14.      TYPE OF REPORTING PERSON*                                              
OO                                          

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1.       NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Gregory J. Parker                           

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

SHARES BENEFICIALLY OWNED BY    8.       SHARED VOTING POWER                  
REPORTING PERSON WITH                                                 
                 9.       SOLE DISPOSITIVE POWER

                   10.      SHARED DISPOSITIVE POWER

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN         
SHARES*           [x]                                         

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
0%                                          

14.      TYPE OF REPORTING PERSON*                                              
IN                                          

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        This statement amends and supplements the information set forth in the
Schedule 13D filed by Wendy P. McCaw with the Securities and Exchange Commission
on October 20, 1997, as amended and supplemented by Amendment No. 1 to the      
Schedule 13D filed on November 6, 1997 and  Amendment No. 2 to the Schedule 13D 
filed on March 16, 1999 (the "Schedule 13D"), and constitutes Amendment No. 3 to
the Schedule 13D. Capitalized terms used herein without definition shall have   
the meaning assigned to such terms in the Schedule 13D.                         

ITEM 4.  PURPOSE OF TRANSACTION.                                                

Item 4 is hereby amended and supplemented as set forth below: 

    Mrs. McCaw entered into a Nextel Securities Distribution Agreement
dated November 3, 1997 with Craig O. McCaw, Eagle River Investments, L.L.C.     
("Eagle River") and Digital Radio, LLC ("Digital Radio") in connection with her 
marital settlement agreement with Craig McCaw. Pursuant to Section 2 of the     
Nextel Securities Distribution Agreement, Mrs. McCaw, through her Class C       
membership interest in Eagle River, is the owner of an indirect beneficial      
interest in certain options to purchase Nextel Common Stock held of record by   
Digital Radio, a limited liability company controlled by Eagle River. On        
February 19, 1999, Mrs. McCaw indirectly transferred such interest to Ampersand 
Telecom, LLC. Under the terms of the Nextel Securities Distribution Agreement,  
Ampersand Telecom, LLC has the right to cause Eagle River and Digital Radio to  
exercise those options on its behalf and distribute to it the purchased shares  
of Nextel Common Stock. Ampersand Telecom, LLC presently intends to exercise    
such right, so as to acquire an aggregate of 3,843,760 shares issuable upon     
exercise of a portion of the options before such options expire. Options with   
respect to 3,391,553 shares of Nextel Common Stock are exercisable at any time  
through July 28, 1999. Options with respect to an additional 452,207 shares of  
Nextel Common Stock are exercisable between July 28, 1999 and August 27, 1999.  
See Item 6 below.                                                               

 Ampersand Telecom, LLC presently intends to fund the exercise price for
such options with available cash generated from its recent dispositions of      
Nextel Common Stock described in Item 5(c) below. Ampersand Telecom, LLC        
presently intends to acquire such shares of Nextel Common Stock primarily for   
investment purposes, but anticipates that it may make sales of such stock from  
time to time as described below.                                                

    In addition, 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.                    

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 Persons 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             

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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.               

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

Item 5 is hereby amended and supplemented as set forth below:         

 (a) and (b). (i) Mrs. McCaw beneficially owns and has sole voting power
with respect to 6,282,659 shares of Nextel Common Stock. In addition, Mrs. McCaw
beneficially owns 5,369,485 shares of Nextel Common Stock issuable upon the     
complete exercise by Ampersand Telecom, LLC of options to purchase Nextel Common
Stock exercisable within 60 days hereof. With respect to such 5,369,485 shares  
of Nextel Common Stock, Mrs. McCaw may be deemed to share voting power and      
investment power with The Ampersand Telecom Trust, Ampersand Telecom, LLC and   
Gregory J. Parker.                                                              

   Further, under Section 9 of the Nextel Securities Distribution Agreement,
Ampersand Telecom, LLC has the right to acquire options beneficially owned by   
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect 
to 8,421,170 shares of Nextel Common Stock if such persons determine not to     
exercise all or any portion of such options. Accordingly, under Rule            
13d-3(d)(1)(i), Mrs. McCaw may be deemed to have voting and investment power    
with respect to an additional 8,421,170 shares of Nextel Common Stock issuable  
upon exercise of such options which are exercisable within 60 days from the date
hereof. Mrs. McCaw disclaims beneficial ownership of such 8,421,170 shares of   
Nextel Common Stock.                                                            

The shares of Nextel Common Stock beneficially owned by Mrs. McCaw    
represent 4.1% of the Nextel Common Stock, or 6.9% of the Nextel Common Stock   
including the 8,421,170 shares disclaimed above, each as determined in          
accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.                     

(ii) The Ampersand Telecom Trust beneficially owns 5,369,485 shares of
Nextel Common Stock issuable upon the complete exercise by Ampersand Telecom,   
LLC of options to purchase Nextel Common Stock exercisable within 60 days       
hereof. With respect to such 5,369,485 shares of Nextel Common Stock, The       
Ampersand Telecom Trust may be deemed to share voting power and investment power
with Mrs. McCaw, Ampersand Telecom, LLC and Gregory J. Parker. The Ampersand    
Telecom Trust may also be deemed to have beneficial ownership with respect to   
6,282,659 shares of Nextel Common Stock owned by Mrs. McCaw, but disclaims such 
beneficial ownership.                                                           

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  Further, under Section 9 of the Nextel Securities Distribution Agreement
Ampersand Telecom, LLC has the right to acquire options beneficially owned by   
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect 
to 8,421,170 shares of Nextel Common Stock if such persons determine not to     
exercise all or any portion of such options. Accordingly, under Rule            
13d-3(d)(1)(i), The Ampersand Telecom Trust may be deemed to have voting and    
investment power with respect to an additional 8,421,170 shares of Nextel Common
Stock issuable upon exercise of such options which are exercisable within 60    
days from the date hereof. The Ampersand Telecom Trust disclaims beneficial     
ownership of such 8,421,170 shares of Nextel Common Stock.                      

The shares of Nextel Common Stock beneficially owned by The Ampersand 
Telecom Trust represent 1.9% of the Nextel Common Stock, or 6.9% of the Nextel  
Common Stock including the 6,282,659 and 8,421,170 shares disclaimed above, each
as determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.    

   (iii) Ampersand Telecom, LLC beneficially owns 5,369,485 shares of Nextel
Common Stock issuable upon the complete exercise by Ampersand Telecom, LLC of   
options to purchase Nextel Common Stock exercisable within 60 days hereof. With 
respect to such 5,369,485 shares of Nextel Common Stock, Ampersand Telecom, LLC 
may be deemed to share voting power and investment power with Mrs. McCaw, The   
Ampersand Telecom Trust and Gregory J. Parker. Ampersand Telecom, LLC may also  
be deemed to have beneficial ownership with respect to 6,282,659 shares of      
Nextel Common Stock owned by Mrs. McCaw, but disclaims such beneficial          
ownership.                                                                      

  Further, under Section 9 of the Nextel Securities Distribution Agreement
Ampersand Telecom, LLC has the right to acquire options beneficially owned by   
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect 
to 8,421,170 shares of Nextel Common Stock if such persons determine not to     
exercise all or any portion of such options. Accordingly, under Rule            
13d-3(d)(1)(i), Ampersand Telecom, LLC may be deemed to have voting and         
investment power with respect to an additional 8,421,170 shares of Nextel Common
Stock issuable upon exercise of such options which are exercisable within 60    
days from the date hereof. Ampersand Telecom, LLC disclaims beneficial ownership
of such 8,421,170 shares of Nextel Common Stock.                                

    The shares of Nextel Common Stock beneficially owned by Ampersand Telecom,
LLC represent 1.9% of the Nextel Common Stock, or 6.9% of the Nextel Common     
Stock including the 6,282,659 and 8,421,170 shares disclaimed above, each as    
determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.       

(iv) Gregory J. Parker may be deemed to have beneficial ownership with
respect to 5,369,485 shares of Nextel Common Stock issuable upon the complete   
exercise by Ampersand Telecom, LLC of options to purchase Nextel Common Stock   
exercisable within 60 days hereof. With respect to such 5,369,485 shares of     
Nextel Common Stock, Mr. Parker may be deemed to share voting power and         
investment power with Mrs. McCaw, Ampersand Telecom, LLC and The Ampersand      
Telecom Trust. Mr. Parker may also be deemed to have beneficial ownership with  
respect to 6,282,659 shares of Nextel Common Stock owned by Mrs. McCaw. Mr.     
Parker                                                                          

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disclaims beneficial ownership of the 5,369,485 and 6,282,659 shares            
described in this paragraph.                                                    

  Further, under Section 9 of the Nextel Securities Distribution Agreement
Ampersand Telecom, LLC has the right to acquire options beneficially owned by   
Craig O. McCaw, Eagle River and the other members of Digital Radio with respect 
to 8,421,170 shares of Nextel Common Stock if such persons determine not to     
exercise all or any portion of such options. Accordingly, under Rule            
13d-3(d)(1)(i), Mr. Parker may be deemed to have voting and investment power    
with respect to an additional 8,421,170 shares of Nextel Common Stock issuable  
upon exercise of such options which are exercisable within 60 days from the date
hereof. Mr. Parker disclaims beneficial ownership of such 8,421,170 shares of   
Nextel Common Stock.                                                            

The shares of Nextel Common Stock beneficially owned by Mr. Parker    
represent 0.0% of the Nextel Common Stock, or 6.9% of the Nextel Common Stock   
including all of the shares disclaimed above, each as determined in accordance  
with Rule 13d-3(d)(1)(i) under the Exchange Act.                                

   All percentages contained in this Schedule 13D have been calculated based
upon 278,126,194 shares of Nextel Common Stock outstanding as of April 30, 1999,
as set forth in the issuer's quarterly report on Form 10-Q for the fiscal       
quarter ended March 31, 1999.                                                   

(c) Within the 60 days preceding the date set forth on the cover page 
hereto, Mrs. McCaw engaged in the following dispositions of shares of Nextel    
Common Stock:                                                                   

                                                                [Download Table]

Date                  # Shares Sold          Sale Price
----                  -------------          ----------
                                                       
4/21/99               175,000                $36.17    
4/22/99               310,000                $37.18    
4/23/99               510,000                $38.49    
5/4/99                255,000                $37.26    
5/5/99                 55,000                $34.82    
5/7/99                200,000                $35.93    
5/11/99                60,000                $37.87    
5/12/99               490,000                $38.30    
5/13/99               225,000                $39.33    
5/14/99               225,000                $38.19    
5/18/99                20,000                $38.53    
5/19/99               105,000                $38.16    
5/20/99                30,000                $37.97    
5/28/99               150,000                $36.83    
6/4/99                 60,000                $37.06    
6/7/99                 10,000                $37.00    
6/8/99                 30,000                $37.21    
6/10/99               700,000                $37.37    

Such sales were effected via  open-market  brokers'  transactions  in the Nasdaq
Stock Market. Other than as stated above, the Reporting Persons have not engaged
in any transactions in shares of Nextel Common Stock within the 60 days         
preceding the date set forth on the cover page hereto.                          

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  (d) To the knowledge of the Reporting Persons, no person other than each
respective owner referred to herein of shares of Nextel 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 Nextel Common Stock.                       

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.                                       

Item 6 is hereby amended and supplemented as set forth below:         

Pursuant to the Nextel Securities Distribution Agreement, Mrs. McCaw  
acquired a beneficial interest in the following options to purchase shares of   
Nextel Common Stock (collectively, the "Options"):                              

(1)  options for 452,207 shares, exercisable between July 28, 1999 and August   
     27, 1999, acquired by Digital Radio from Motorola, Inc. (the "1999 Motorola
Options");                                                            
(2)  options for 3,391,553 shares, exercisable through July 28, 1999, acquired  
by Digital Radio from the issuer (the "1999 Nextel Options");         
(3)  options for 1,116,990 shares, exercisable between July 28, 2001 and August 
    27, 2001 acquired by Digital Radio from Motorola, Inc. (the "2001 Motorola
Options"); and                                                        
(4)  options for 1,525,725 shares, exercisable through July 28, 2001, acquired  
by Digital Radio from the issuer (the "2001 Nextel Options").         

All of the Options are held of record by Digital Radio. As the beneficial owner 
of the Options, Mrs. McCaw was granted the right to cause Digital Radio to      
exercise any or all of its rights with respect to the Options. After exercise of
the Options, Digital Radio (through Eagle River) shall distribute to Mrs. McCaw 
the shares obtained as a result of such exercise.                               

   Mrs. McCaw's right to cause the exercise of the 2001 Motorola Options and
the 2001 Nextel Options is limited in some circumstances. Mrs. McCaw may        
exercise the 2001 Nextel Options in full only if she has exercised at least     
1,130,518 of the 1999 Nextel Options. If Mrs. McCaw exercises fewer 1999 Nextel 
Options, she may only exercise the percentage of the 2001 Nextel Options equal  
to the number of 1999 Nextel Options exercised divided by 1,130,518. In         
addition, Mrs. McCaw may exercise only the percentage of the 2001 Motorola      
options equal to the number of 1999 Motorola Options exercised divided by       
452,207.                                                                        

  Pursuant to the Nextel Securities Distribution Agreement, Mrs. McCaw has
the right to exercise specified options (representing the right to purchase an  
aggregate of 10,348,431 shares of Nextel Common Stock) beneficially owned by    
Craig McCaw and his affiliates if they have decided not to exercise such options
on their own behalf and have so notified Mrs. McCaw. Similarly, upon notice from
Mrs. McCaw, Craig McCaw has the right to exercise on his behalf any of Mrs.     
McCaw's Options that she has decided not to exercise.                           

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 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:   June 15, 1999                                                          

/s/ WENDY P. McCAW        
        ----------------------------------
Wendy P. McCaw            

 THE AMPERSAND TELECOM TRUST

By: /s/ GREGORY J. PARKER 
           -------------------------------
       Gregory J. Parker
Trustee 

AMPERSAND TELECOM, LLC    

By: /s/ GREGORY J. PARKER 
           -------------------------------
       Gregory J. Parker
 President

/s/ GREGORY J. PARKER     
        ----------------------------------
Gregory J. Parker         

11

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		8/27/01		10					424B3,  8-K,  S-3
		7/28/01		10
		8/27/99		6		10			424B3
		7/28/99		6		10			4
Filed on:		6/16/99
		6/15/99		11					8-K
		6/10/99		1
		4/30/99		9
		3/31/99		9					10-Q
		3/16/99		6					SC 13D/A
		2/19/99		6
		11/6/97		6					SC 13D/A
		11/3/97		6
		10/20/97		6					SC 13D
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