SEC Info - Eagle River Investments LLC, et al. - ‘SC 13D/A’ on 5/4/00 re: Nextlink Communications Inc/DE

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Eagle River Investments LLC, et al. – ‘SC 13D/A’ on 5/4/00 re: Nextlink Communications Inc/DE

On: Thursday, 5/4/00, at 3:31pm ET · Accession #: 912057-0-21729 · File #: 5-51757

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

 5/04/00  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     35K 
                          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) 

   February 24, 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                              33,881,789                            
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               None                               

                   10.  SHARED DISPOSITIVE POWER
          33,881,789

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
33,881,789                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
45.58                                                                 

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                              33,895,029                            
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               None                               

                   10.  SHARED DISPOSITIVE POWER
          33,895,029

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
33,895,029                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
45.6                                                                  

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
       844,494
SHARES                                                                    
BENEFICIALLY                        8.  SHARED VOTING POWER                     
OWNED BY                              33,895,029                            
REPORTING                                                                   
PERSON                         9.  SOLE DISPOSITIVE POWER               
WITH                               None                               

                   10.  SHARED DISPOSITIVE POWER
          33,895,029

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
34,852,645                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
46.89                                                                 

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
     3,000
SHARES                                                                    
BENEFICIALLY                        8.  SHARED VOTING POWER                     
OWNED BY                              33,881,789                            
REPORTING                                                                   
PERSON                          9.  SOLE DISPOSITIVE POWER              
WITH                               3,000                              

                   10.  SHARED DISPOSITIVE POWER
          33,881,789

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
33,884,789                                                            

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
45.58%                                                                

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
          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)                         
38.2                                                                  

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. 2 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.                                                                           

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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 February 24, 2000, Eagle River delivered 3,500,000 shares of NEXTLINK        
Common Stock to the Eagle River Trust, an irrevocable trust (the "Trust").      
Eagle River is the sole beneficiary of the Trust, and the Bank of America       
Trust Company of Delaware, N.A., serves as its independent trustee with sole    
voting power over the shares in the Trust. The trustee has been irrevocably     
instructed to sell the Trust Shares over the next 200 trading days in           
increments of 17,500 shares per day. Craig O. McCaw continues as the            
controlling member of Eagle River, with an undiminished beneficial interest     
in the NEXTLINK Common Stock delivered to the Trust.                            

On February 7, 2000, Eagle River distributed 361,785 shares of NEXTLINK         
Common Stock to six of its minority members. Mr. McCaw retains no legal or      
beneficial interest in these shares, and will not exercise any authority over   
their voting or disposition.                                                    

On June 11, 1999, Nextlink, Inc. was merged with and into NEXTLINK              
Communications, Inc. As a result of the merger, a total of 535,369 shares of    
Class B Common Stock were distributed to Mr. McCaw, and Nextlink, Inc.          
ceased its separate corporate existence.                                        

On July 5, 1999, Mr. McCaw transferred 113,122 shares of Class B Common Stock   
to his brother Keith McCaw. Mr. McCaw retains voting interest in these shares.  

In August of 1999, the company declared a two for one stock split. The number   
of shares reflected in this Amendment gives effect to that 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 53,327,087 shares of Class B Common Stock, which are      
convertible into 53,327,087 shares of Class A Common Stock at any time. Such    
shares represent 71.7% 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 53,327,087 shares of Class B Common Stock, which are convertible     
into 53,327,087 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 71.7% of the Class A Common Stock. ERI shares voting and              
investment power with Eagle River and Mr. McCaw with respect to the 53,327,087  
shares of Class B 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 54,171,581 shares of Class B Common Stock, which are convertible     
into 54,171,581 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 72.9% of the Class A Common Stock. Mr. McCaw shares voting and        
investment power with Eagle River and ERI with respect to 53,327,087 shares     
of Class B 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 53,327,087 shares of Class B Common Stock, which are convertible     
into 53,327,087 shares of Class A Common Stock at any time as a result of his   
membership in Eagle River, 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 71.6% 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 53,327,087 shares of Class B Common Stock, which are convertible     
into 53,327,087 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 71.7% 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 74,334,000 shares of Class A Common Stock outstanding, as of March 31,     
2000.                                                                           

 (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    May 4, 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 on:	5/4/00	11
	3/31/00	10		10-Q, 4, 4/A
	2/24/00	1	8
	2/7/00	8		SC 13G
	7/5/99	8
	6/11/99	8
	11/3/97	7	8
				List all Filings

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Filing Submission 0000912057-00-021729 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Eagle River Investments LLC, et al. – ‘SC 13D/A’ on 5/4/00 re: Nextlink Communications Inc/DE

On: Thursday, 5/4/00, at 3:31pm ET · Accession #: 912057-0-21729 · File #: 5-51757

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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