SEC Info - Eagle River Investments LLC, et al. - ‘SC 13D/A’ on 11/6/97 re: Nextlink Communications Inc/DE

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Eagle River Investments LLC, et al. – ‘SC 13D/A’ on 11/6/97 re: Nextlink Communications Inc/DE

As of: Thursday, 11/6/97 · Accession #: 899140-97-716 · File #: 5-51757

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

11/06/97  Eagle River Investments LLC       SC 13D/A               2:98K  Nextlink Communications Inc/DE    Willkie Fa… Gallagher/FA
          Craig O. McCaw
          Dennis Weibling
          Eagle River Investments LLC
          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    13D Amendment No. 1                                   13     40K 
 2: EX-99.1     Nextlink Stock Distribution Agreement                 33    110K

SC 13D/A — 13D Amendment No. 1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Interest in Securities of Issuer Is Hereby Amended and Restated in Its Entirety as Set Forth Below: Material to be Filed as Exhibits Purpose of Transaction
1	1st Page - Filing Submission
7	Item 4. Purpose of Transaction
"	Item 4. Is Hereby Amended and Restated in Its Entirety as Set Forth Below:
10	Item 5. Interest in Securities of Issuer
12	Item 7. Material to be Filed as Exhibits

SC 13D/A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
 (Amendment No. 1)

 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)

NOVEMBER 3, 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 [ ].       

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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*                                                            
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*                                              
OO                                                    

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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*                                                            
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                                                    

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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*                                                            
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                                        
Washington                                            

                 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                                                    

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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*                                                            
00                                                    

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
             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                                                    

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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*                                                            
00                                                    

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
                 9,722,649

SHARES                         8.      SHARED VOTING POWER            
BENEFICIALLY                                                                
OWNED BY                                                                
REPORTING                        9.      SOLE DISPOSITIVE POWER           
PERSON                                 9,722,649                      
WITH                                                                
                        10.     SHARED DISPOSITIVE POWER

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                                                    

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This statement amends and supplements the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined below) with the         
Securities and Exchange Commission (the "Commission") on October 20, 1997 and   
constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used herein  
without definition shall have the meaning assigned to such terms in the Schedule
13D.                                                                            

Explanatory Note:                                                               
----------------                                                                

As a result of executing a NEXTLINK Stock Distribution Agreement (the 
"Agreement") in connection with a portion of the settlement of a divorce action 
between Mr. Craig O. McCaw and Mrs. Wendy P. McCaw effective as of November 3,  
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 4.  Purpose of Transaction.                                                

   Item 4 is hereby amended and restated in its entirety as set forth below:

   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 divorce action between Mr. McCaw and
Mrs. McCaw, pursuant to the Agreement, Mr. McCaw and Eagle River have agreed to 
transfer beneficial and record 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 November 3, 1997, Eagle
River, Mr. McCaw and Mrs. McCaw entered into the Agreement. In connection with  
the execution of the Agreement, 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 will have 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, but this                                                   

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right shall expire after Mr. McCaw has sold 50% or more of his existing         
shares of Class B Common Stock. In addition, Eagle River and Mr. McCaw have     
agreed to vote, and to cause all of Mr. McCaw's affiliates to vote, all shares  
of the Issuer owned or held of record by them, or as to which they hold proxies,
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. Mrs. McCaw's right to   
designate a member of the Issuer's Board of Directors shall expire after Mrs.   
McCaw has sold 50% or more of the aggregate number of shares of the Issuer held 
by her upon the distribution of the shares contemplated by the Agreement or the 
combined voting power of Mrs. McCaw, Mr. McCaw, Eagle River, Nextlink, Inc. and 
all other affiliates of Mr. McCaw is insufficient to elect three directors to   
the Issuer's Board of Directors.                                                

The Agreement also provides that none of Mr. McCaw, Eagle River or Mr.
McCaw's other affiliates (other than the Issuer) owning shares of capital stock 
of the Company (the "COM Holders") may sell, assign, or otherwise transfer in   
any transaction or series of related transactions (a "Sale") either (i) fifty   
percent or more of the shares of capital stock of the Company (the "Stock") held
by them at the time of such Sale or (ii) that number of shares of Stock that    
results in Mr. McCaw and his affiliates ceasing to be able to elect a majority  
of the Board of Directors of the Issuer without triggering certain tag-along    
sale rights of Mrs. McCaw. Upon receipt of notice of any Sale, Mrs. McCaw, on   
her own behalf and on behalf of the WPM Holders (as defined below) shall have   
the right to participate on a pro rata basis in such Sale upon the same terms   
and conditions.                                                                 

   In addition, the Agreement provides that if any or all of the COM Holders
(the "Transferring Holders") agree to effect or engage in a Sale of at least 51%
of the total shares of Stock then held by all of the COM Holders in a bona fide 
arm's-length transaction with a third party that is not an affiliate, then the  
Transferring Holders may elect to require Mrs. McCaw and all of her affiliates  
that own shares of capital stock of the Issuer (the "WPM Holders") to vote all  
of the shares of Stock held by them affirmatively for the transaction and to    
sell to the proposed purchaser all or part of the Applicable Percentage (as     
defined below) of the total number of shares of Stock then held by the WPM      
Holders, concurrently with the sale by the Transferring Holders and at the same 
price per share. In addition, in the case of such a transaction involving an    
affiliate of COM, the Transferring Holders shall have the same rights, but Mrs. 
McCaw may elect to either accept the transaction price or have the price paid   
for her shares be in cash at fair market value as subsequently determined by any
court of competent jurisdiction. As used in the Agreement, Applicable Percentage

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means the percentage of the total number of shares then held by all of the COM  
Holders that is proposed to be sold or transferred by the Transferring Holders. 

 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.                                 

   In connection with the execution of the Agreement, Mrs. McCaw has entered
into a Lock-up Agreement, on terms substantially the same as such an agreement  
entered into by Eagle River, providing that Mrs. McCaw will not sell or dispose 
of any shares of Class A Common Stock or any security convertible into Class A  
Common Stock for a period of six (6) months retroactive to September 25, 1997,  
without the prior written consent of Salomon Brothers Inc.                      

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.                                  

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                               

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     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                                       

   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 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 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.                                                                          

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  (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.                                   

   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, 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                                                                               

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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.                                                   

Item 7.  Material to be Filed as Exhibits                                       

Exhibit 99.1    NEXTLINK Stock Distribution Agreement, by and among             
               Wendy P. McCaw, Craig O. McCaw, Eagle River Investments, L.L.C.
           and NEXTLINK Communications, Inc. as to certain provisions,
dated as of November 3, 1997.                   

Exhibit 99.2    Joint Filing Agreement among the Reporting Persons dated        
        as of October 20, 1997 (incorporated herein by reference
               to Exhibit 99.2 to the Schedule 13D filed on October 20, 1997).

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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:  November 5, 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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	11/6/97
	11/5/97	13
	11/3/97	1	12
	10/20/97	7	12	SC 13D
	10/1/97	11
	9/25/97	9
				List all Filings

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Filing Submission 0000899140-97-000716 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Eagle River Investments LLC, et al. – ‘SC 13D/A’ on 11/6/97 re: Nextlink Communications Inc/DE

As of: Thursday, 11/6/97 · Accession #: 899140-97-716 · File #: 5-51757

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

SC 13D/A — 13D Amendment No. 1Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

SC 13D/A — 13D Amendment No. 1
Document Table of Contents