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Eagle River Investments LLC, et al. – ‘SC 13D/A’ on 6/7/00 re: Nextlink Communications Inc/DE

On:  Wednesday, 6/7/00, at 12:18pm ET   ·   Accession #:  912057-0-27585   ·   File #:  5-51757

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/07/00  Eagle River Investments LLC       SC 13D/A               1:17K  Nextlink Communications Inc/DE    Merrill Corp/FA
          Craig O. McCaw
          Dennis Weibling
          Eagle River Investments LLC
          Eagle River Investments, L.L.C.
          Eagle River, Inc.
          Wendy P. McCaw

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          11     34K 
                          Ownership                                              


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
7Item 2. Identity and Background
9Item 5. Interest in Securities of Issuer
"Item 5. Is Hereby Amended and Restated in Its Entirety as Set Forth Below:
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) 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. General Counsel Eagle River Investments, L.L.C. 2300 Carillon Point Kirkland, Washington 98033-7353 425-828-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2000 (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 / /. -1-
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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* N/A 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 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 36,296,789 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH None 10. SHARED DISPOSITIVE POWER 36,296,798 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,296,798 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.41% Class A 58.12% Class B 14. TYPE OF REPORTING PERSON* OO -2-
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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* N/A 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 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 36,310,029 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH None 10. SHARED DISPOSITIVE POWER 36,310,029 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,310,029 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% Class A 58.12% Class B 14. TYPE OF REPORTING PERSON* CO -3-
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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* N/A 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 844,494 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 36,310,029 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH None 10. SHARED DISPOSITIVE POWER 36,310,029 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,154,523 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% Class A 59.66% Class B 14. TYPE OF REPORTING PERSON* IN -4-
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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* N/A 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 3,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 36,296,789 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 3,000 10. SHARED DISPOSITIVE POWER 36,296,789 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,299,789 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.41% Class A 58.12% Class B 14. TYPE OF REPORTING PERSON* IN -5-
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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* N/A 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 19,445,298 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 19,445,298 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,445,298 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.46% Class B 14. TYPE OF REPORTING PERSON* IN -6-
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This statement amends and supplements the information set forth in the Schedule 13D Amendment filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the "Commission") on November 3, 1997 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 2. IDENTITY AND BACKGROUND The persons filing this amended statement are: (1) Eagle River Investments, L.L.C., is a limited liability company formed under the laws of the State of Washington ("Eagle River"). The principal business of Eagle River is to build equity value for each of its members by acquiring, investing, holding, dealing and disposing of securities, venture opportunities or other investments. The address of Eagle River's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033. (2) Eagle River, Inc., is a Washington state corporation ("ERI"). The principal business of ERI is investment management. The address of Eagle River's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033. (3) Craig O. McCaw, an individual ("Mr. McCaw"), is the controlling stockholder and director of Eagle River, Inc., and has voting and management control of Eagle River Investments. Mr. McCaw serves as Chairman of Eagle River and ERI. Mr. McCaw's business address is 2300 Carillon Point, Kirkland, Washington 98033. The executive officers of Eagle River and ERI are as follows: Craig O. McCaw, Chairman; Dennis M. Weibling, President; William A. Hoglund, Vice President and Chief Financial Officer; and C. James Judson, Vice President, Secretary and General Counsel. Each of Mr. Weibling, Mr. Hoglund and Mr. Judson serves in the foregoing capacities as his present principal occupation. The business address of each of Mr. McCaw, Mr. Weibling, Mr. Hoglund and Mr. Judson is 2300 Carillon Point, Kirkland, Washington 98033. During the past five years, none of Eagle River, ERI, Mr. McCaw or the other above-named executive officers of Eagle River and ERI has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. McCaw, Mr. Weibling, Mr. Hoglund and Mr. Judson are all citizens of the United States of America. Eagle River acquired its securities in connection with the formation of the Issuer and in connection with additional equity contributions prior to April 1997. -7-
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In connection with a settlement of a divorce action effective November 3, 1997 between Mr. McCaw and Wendy P. McCaw, ("Mrs. McCaw"), pursuant to the Agreement, Mr. McCaw and Eagle River agreed to transfer beneficial and record ownership to Mrs. McCaw of 9,722,649 shares of Class B Common Stock, convertible at any time on a one-for-one basis, for shares of Class A Common Stock. In connection with the execution of the Agreement and transfer of the shares, Mrs. McCaw granted to Mr. McCaw an irrevocable proxy, which provides that for so long as Mrs. McCaw owns shares of Class B Common Stock, Mr. McCaw has the right to vote such of Mrs. McCaw's shares of Class B Common Stock as are necessary for Mr. McCaw to have 51% of the voting power of the Issuer. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended, as follows: On May 19, 2000 Eagle River and the trustee obtained an order of the Court of Chancery of the State of Delaware modifying the Eagle River Irrevocable Trust Agreement of 2000, requiring the trustee to sell NEXTLINK common shares held by the Trust only on written direction of Eagle River as the beneficiary. On May 22, 2000, Eagle River directed the trustee to halt sales of NEXTLINK common shares held by the Trust. 2,415,000 shares of NEXTLINK common stock continue to be held by the Trust. Craig O. McCaw continues as the controlling member of Eagle River, with an undiminished beneficial interest in the NEXTLINK Common Stock held by the Trust. A total of 1,085,000 shares of NEXTLINK Common Stock were sold by the Trust. -8-
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Item 5. Interest in Securities of Issuer Item 5 is hereby amended and restated in its entirety as set forth below: (a) and (b). (i) Eagle River may be deemed to have voting and investment power with respect to 51,317,085 shares of Class B Common Stock, which are convertible into 51,317,085 shares of Class A Common Stock at any time and 4,425,002 shares of Class A Common Stock. Such shares represent 68.16% of the Class A Common Stock. Eagle River shares voting and investment power with ERI and Mr. McCaw, and may be deemed to share voting power with Mrs. McCaw. Eagle River disclaims beneficial ownership in 19,445,298 shares of Class B Common Stock beneficially owned by Mrs. McCaw. (ii) ERI may be deemed to have voting and investment power with respect to 51,317,085 shares of Class B Common Stock, which are convertible into 51,317,085 shares of Class A Common Stock at any time, 4,425,002 shares of Class A Common Stock and an additional 13,240 shares of Class A Common Stock pursuant to options to acquire such Class A Common Stock that are exercisable within 60 days. Such shares represent 68.18% of the Class A Common Stock. ERI shares voting and investment power with Eagle River and Mr. McCaw with respect to the 51,317,085 shares of Class B Common Stock and 4,425,002 shares of Class A Common Stock and may be deemed to share voting power with Mrs. McCaw. ERI disclaims beneficial ownership in 19,445,298 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 52,161,579 shares of Class B Common Stock, which are convertible into 52,161,579 shares of Class A Common Stock at any time, 4,425,002 shares of Class A Common Stock and an additional 13,240 shares of Class A Common Stock pursuant to options to acquire such Class A Common Stock that are exercisable within 60 days. Such shares represent 69.21% of the Class A Common Stock. Mr. McCaw shares voting and investment power with Eagle River and ERI with respect to 51,317,085 shares of Class B Common Stock and 4,425,002 shares of Class A Common Stock, shares voting power with his brother Keith McCaw with respect to 113,122 shares of Class B Common Stock, and may be deemed to share voting power with Mrs. McCaw. Mr. McCaw disclaims beneficial ownership in 19,445,298 shares of Class B Common Stock beneficially owned by Mrs. McCaw, and 113,122 shares of Class B Common Stock beneficially owned by Keith McCaw. -9-
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(iv) Mr. Weibling may be deemed to have voting and investment power with respect to 51,317,085 shares of Class B Common Stock, which are convertible into 51,317,085 shares of Class A Common Stock at any time as a result of his membership in Eagle River, 4,425,002 shares of Class A Common Stock, and an additional 3,000 shares of Class A Common Stock that are held in trust for Mr. Weibling's minor children. Such shares represent 68.17% of the Class A Common Stock. Mr. Weibling may be deemed to share voting and investment power with Eagle River, ERI 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 19,445,298 shares of Class B Common Stock beneficially owned by Mrs. McCaw. (v) Mrs. McCaw may be deemed to having voting and investment power with respect to 51,317,085 shares of Class B Common Stock, which are convertible into 51,317,085 shares of Class A Common Stock at any time, and an additional 13,240 shares of Class A Common Stock pursuant to options to acquire such Class A Common Stock that are exercisable within 60 days. Such shares represent 62.77% 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, ERI, Mr. McCaw and Mr. Weibling. Mrs. McCaw disclaims beneficial ownership of an aggregate of 33,881,789 shares of Common Stock beneficially owned by Mr. McCaw, Eagle River and ERI. All percentages contained in this Schedule 13D have been calculated based upon 81,779,060 shares of Class A Common Stock outstanding, as of May 23, 2000, and 54,834,765 shares of Class B Common Stock. (c) There have been no other transactions in shares of Class A or Class B Common Stock by the Reporting Persons or, to the best knowledge of the Reporting Persons, by and of Eagle River's or ERI's executive officers and executive officers and directors, respectfully, since the last filing of the Schedule 13D. (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. -10-
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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. Eagle River Investments, L.L.C. /s/ C. James Judson Dated June 7, 2000 ------------------------------ ------------------ C. James Judson Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:6/7/0011
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5/22/008
5/19/0018
11/3/9778
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