SEC Info - Eagle River Investments LLC - ‘SC 13D/A’ on 7/14/00 re: Nextlink Communications Inc/DE

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Eagle River Investments LLC – ‘SC 13D/A’ on 7/14/00 re: Nextlink Communications Inc/DE

On: Friday, 7/14/00, at 7:09pm ET · As of: 7/17/00 · Accession #: 912057-0-32093 · File #: 5-51757

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

 7/17/00  Eagle River Investments LLC       SC 13D/A    7/14/00    1:16K  Nextlink Communications Inc/DE    Merrill Corp/FA

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
			Alternative Formats (Word, et al.) Identity and Background Interest in Securities of Issuer Is Hereby Amended and Restated in Its Entirety as Set Forth Below:
1	1st Page - Filing Submission
7	Item 2. Identity and Background
9	Item 5. Interest in Securities of Issuer
"	Item 5. Is Hereby Amended and Restated in Its Entirety as Set Forth Below:

SC 13D/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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) 

 June 16, 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 / /.                                                                        

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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                              70,822,801                            
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               None                               

                   10.  SHARED DISPOSITIVE POWER
          70,822,801

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
70,822,801                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
2.37% Class A                                                       
58.12% Class B                                                        

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*                                                            
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                              71,615,031                            
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               None                               

                   10.  SHARED DISPOSITIVE POWER
          71,615,031

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
71,615,031                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
2.64% Class A                                                       
58.12% Class B                                                        

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*                                                            
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
         8,542,570
SHARES                                                                    
BENEFICIALLY                        8.  SHARED VOTING POWER                     
OWNED BY                              71,615,031                            
REPORTING                                                                   
PERSON                         9.  SOLE DISPOSITIVE POWER               
WITH                               None                               

                   10.  SHARED DISPOSITIVE POWER
          71,615,031

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
80,157,601                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
4.94% Class A                                                       
61.93% Class B                                                        

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*                                                            
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
       654,338
SHARES                                                                    
BENEFICIALLY                        8.  SHARED VOTING POWER                     
OWNED BY                              70,822,801                            
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               654,338                            

                   10.  SHARED DISPOSITIVE POWER
          70,822,801

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
71,477,139                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
2.87% Class A                                                       
58.12% Class B                                                        

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*                                                            
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
          38,890,596
SHARES                                                                    
BENEFICIALLY                        8.  SHARED VOTING POWER                     
OWNED BY                                                                    
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               38,890,596                         

                   10.  SHARED DISPOSITIVE POWER

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
38,890,596                                                            

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                                                                    

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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. 4 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 and C. James Judson, Vice President,    
Secretary and General Counsel. Each of Mr. Weibling and Mr. Judson serves in    
the foregoing capacities as his present principal occupation. The business      
address of each of Mr. McCaw, Mr. Weibling 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 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.                                                                           

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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:                                           

(1)  June 16, 2000, NEXTLINK distributed 6,853,583 shares of Class A Common     
Stock to Mr. McCaw in exchange for his interest in an LLC transaction 
   approved by the NEXTLINK directors. This transaction is exempt under Rule
16b-3.                                                                

(2)  On June 19, 2000, Eagle River distributed 1,770,777 shares of NEXTLINK     
Communications, Inc. Class A Common Stock to its members, other than  
Craig O. McCaw.                                                       

(3)  On June 15, 2000, NEXTLINK Communications, Inc. approved a 2 for 1 stock   
split of its shares. All shares reported in this filing reflect the   
additional shares issued as a result of the split.                    

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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 102,634,170 shares of Class B Common Stock, which are     
convertible into 102,634,170 shares of Class A Common Stock at any time and     
7,079,227 shares of Class A Common Stock. Such shares represent 36.8% 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 38,890,596 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 102,634,170 shares of Class B Common Stock, which are convertible into       
102,634,170 shares of Class A Common Stock at any time, 7,079,227 shares        
of Class A Common Stock and an additional 26,480 shares of Class A Common       
Stock pursuant to options to acquire such Class A Common Stock that are         
exercisable within 60 days, and 765,750 shares of Class A Common Stock          
received from the June 19 distribution. Such shares represent 37.6% of the      
Class A Common Stock. ERI shares voting and investment power with Eagle River   
and Mr. McCaw with respect to 102,634,170 shares of Class B Common Stock and    
7,079,227 shares of Class A Common Stock and may be deemed to share voting      
power with Mrs. McCaw. ERI disclaims beneficial ownership in 38,890,596 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 104,323,158 shares of Class B Common Stock, which are convertible    
into 104,323,158 shares of Class A Common Stock at any time, 14,698,559         
shares of Class A Common Stock and an additional 26,480 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 39.94% of the Class A     
Common Stock. Mr. McCaw shares voting and investment power with Eagle River     
and ERI with respect to 102,634,170 shares of Class B Common Stock and          
7,079,227 shares of Class A Common Stock, shares voting power with his          
brother Keith McCaw with respect to 226,244 shares of Class B Common Stock,     
and may be deemed to share voting power with Mrs. McCaw. Mr. McCaw disclaims    
beneficial ownership in 38,890,596 shares of Class B Common Stock               
beneficially owned by Mrs. McCaw, and 226,244 shares of Class B Common Stock    
beneficially owned by Keith McCaw.                                              

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(iv) Mr. Weibling may be deemed to have voting and investment power with
respect to 102,634,170 shares of Class B Common Stock, which are convertible    
into 102,634,170 shares of Class A Common Stock at any time as a result of his  
membership in Eagle River, 7,079,227 shares of Class A Common Stock, and an     
additional 6,000 shares of Class A Common Stock that are held in trust for      
Mr. Weibling's minor children. Such shares represent 36.8% 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 38,890,596 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 102,634,170 shares of Class B Common Stock, which are convertible    
into 102,634,170 shares of Class A Common Stock at any time, and an additional  
26,480 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 34.43% 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      
63,743,574 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 298,164,060 shares of Class A Common Stock outstanding, as of June 28,     
2000, and 52,824,763 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.                                                           

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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 __, 2000             
------------------------------                 ------------------               
C. James Judson                                                     
Vice President

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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 as of:	7/17/00
Filed on:	7/14/00
	6/28/00	10		11-K
	6/19/00	8
	6/16/00	1	8	SC 13D/A
	6/15/00	8		DEF 14C, DEFM14C, PRE 14C
	11/3/97	7	8
				List all Filings

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Filing Submission 0000912057-00-032093 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Eagle River Investments LLC – ‘SC 13D/A’ on 7/14/00 re: Nextlink Communications Inc/DE

On: Friday, 7/14/00, at 7:09pm ET · As of: 7/17/00 · Accession #: 912057-0-32093 · File #: 5-51757

Previous ‘SC 13D’: ‘SC 13D/A’ on 6/7/00 · Next & Latest: ‘SC 13D’ on 6/14/07

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

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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