UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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Nextel Partners, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
65333F107
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(CUSIP Number)
February 22, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 7 pages
CUSIP No. 65333F107 13G
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Eagle River Investments, L.L.C.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Washington
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Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: 0 (see Item 4)
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(7) Sole Dispositive Power
0
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(8) Shared Dispositive Power
0 (see Item 4)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
19,500,012 (see Item 4)
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) / /
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(11) Percent of Class Represented by Amount in Row (9)
11.8% of the Class A Common Stock (See Item 2 and Item 4)
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(12) Type of Reporting Person (See Instructions)
CO
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Page 2 of 7 pages
SCHEDULE 13G
This Schedule 13G is filed with the Securities and Exchange Commission on
behalf of Eagle River Investments, L.L.C., a signatory to the Amended and
Restated Shareholders Agreement, dated February 18, 2000, by and among Nextel
Partners, Inc. and the shareholders listed therein, as amended by the First
Amendment to the Amended and Restated Shareholders' Agreement dated February 22,
2000, between Nextel Partners, Inc. and the shareholders listed therein (the
"Shareholders Agreement").
ITEM 1(a). NAME OF ISSUER:
Nextel Partners, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4500 Carillon Point
Kirkland, WA 98033
ITEM 2(a), ITEM 2(b) AND ITEM 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:
Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange
Act of 1934 (the "Exchange Act"), this Schedule 13G is filed
on behalf of Eagle River Investments, L.L.C. (the "Reporting
Person") who, pursuant to Rule 13d-5(b)(1), along with certain
individuals and corporations (the "Non-Reporting Persons")
identified below, may be deemed as a group to have acquired
beneficial ownership of the Class A Common Stock of Nextel
Partners, Inc. (the "Class A Common Stock") as a result of the
Reporting Person and the Non-Reporting Persons being
signatories to the Shareholders Agreement. The holders of the
Class A Common Stock and the Class B Common Stock are entitled
to one vote per share on all matters in which they are
entitled to vote.
Neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Person
that a group exists within the meaning of the Exchange Act.
REPORTING PERSON:
1. Eagle River Investments, L.L.C.
2300 Carillon Point
Kirkland, Washington 98033
Citizenship: Washington limited liability company
NON-REPORTING PERSONS:
The following Non-Reporting Persons (No. 1-13) are referred to
herein as the "DLJ Entities."
1. DLJ Merchant Banking Ptr. II LP (Delaware limited
partnership)
2. DLJ Merchant Banking Ptr. II-A LP (Delaware limited
partnership)
3. DLJ Offshore Partners II, CV (Netherlands Antilles limited
partnership)
4. DLJ Diversified Partners, LP (Delaware limited partnership)
5. DLJ Diversified Partners-A, LP (Delaware limited
partnership)
6. DLJ EAB Partners, LP (Delaware limited partnership)
7. DLJ ESC II, LP (Delaware limited partnership)
8. DLJ First ESC, LP (Delaware limited partnership)
9. DLJ Millenium Partners, LP (Delaware limited partnership)
10. DLJ Millenium Partners-A, LP (Delaware limited partnership)
11. DLJMB Funding II, Inc. (Delaware corporation)
13. UK Investment Plan 1997 Partners (Delaware limited
partnership)
Page 3 of 7 pages
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
The following Non-Reporting Persons (No. 14-22) are referred
to herein as the "Non-DLJ Entities."
14. Madison Dearborn Capital Ptrs II, LP (Delaware limited
partnership)
3 First National Plaza
Suite 3800
Chicago, IL 60602
15. Nextel WIP Corp. (Delaware corporation)
2001 Edmund Halley Drive
Reston, VA 20191
16. Motorola, Inc. (Delaware corporation)
1303 E. Algonquin Road
Schaumburg, IL 60196
17. David Aas (US citizen)
18. John Chapple (US citizen)
19. Mark Fanning (US citizen)
20. Perry Satterlee (US citizen)
21. David Thaler (US citizen)
22. John Thompson (US citizen)
4500 Carillon Point
Kirkland, WA 98033
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock
ITEM 2(e). CUSIP NUMBER:
65333F107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13D-2(b) OR (c), CHECK WHETHER THE FILING PERSON IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 7 pages
Not Applicable
ITEM 4. OWNERSHIP
(A)-(C) AMOUNT BENEFICIALLY OWNED, PERCENT OF CLASS AND
VOTING/DISPOSITIVE POWER.
Although the Reporting Person and each Non-Reporting Person disclaims
beneficial ownership of any shares of Class A Common Stock beneficially owned by
each other Non-Reporting Person, pursuant to the Exchange Act and the
regulations thereunder, the Reporting Person and the Non-Reporting Persons may
be deemed as a group to have acquired beneficial ownership of 98,584,020 shares
of Class A Common Stock and 79,056,228 shares of Class B Common Stock, the
aggregate number of shares of Common Stock which are subject to the terms of the
Stockholders Agreement, representing 59.7% of the outstanding Class A Common
Stock and 100% of the outstanding Class B Common Stock as of December 31, 2000.
The Reporting Person has, as of December 31, 2000, sole or shared power to
vote or to direct the vote and sole or shared power to dispose or to direct the
disposition of the Common Stock as follows:
The Reporting Person beneficially owns 19,500,012 shares, or 11.8% of the
outstanding shares, of Class A Common Stock, may be deemed to have the shared
power to vote of an aggregate of 70,050,888 shares, or 42.5% of the outstanding
shares, of Class A Common Stock, and may also be deemed to have the shared power
to dispose of 98,584,020 shares, or 59.7% of the outstanding shares, of Class A
Common Stock. The Reporting Person disclaims beneficial ownership all shares of
which it may be deemed to have shared power to vote or dispose.
The Non-Reporting Persons, as of December 31, 2000, may be deemed to have
shared power to direct the disposition of an aggregate of 98,584,020 shares, or
59.7% of the outstanding shares, of the Class A Common Stock. The Non-DLJ
entities may be deemed to have shared power to vote an aggregate of 70,050,888
shares, or 42.5% of the outstanding shares, of Class A Common Stock. The DLJ
entities may be deemed to have shared power to vote an aggregate of 28,533,132
shares, or 17.3% of the outstanding shares, of Class A Common Stock. Nextel WIP
Corp. has the sole power to vote and dispose of 79,056,228 shares, or 100% of
the outstanding shres, of Class B Common Stock. Each Non-Reporting Person
disclaims beneficial ownership of the shares of which they may be deemed to
share power to vote or dispose. The beneficial ownership of the Reporting Person
and each Non-Reporting Person as of December 31, 2000 is as follows:
BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 2000:
COMMON STOCK PERCENT OF CLASS (1)
DLJ Merchant Banking Partners II, L.P. 17,973,750 10.9%
DLJ Merchant Banking Partners II-A, L.P. 715,800 (2)
DLJ Offshore Partners II, C.V. 883,854 (2)
DLJ Millenium Partners, L.P. 290,616 (2)
DLJ Millenium Partners-A, L.P. 56,676 (2)
DLJ Diversified Partners, L.P. 1,050,822 (2)
DLJ Diversified Partners-A, L.P. 390,246 (2)
DLJMB Funding II, Inc. 2,840,980 1.7%
UK Investment Plan 1997 Partners 400,764 (2)
DLJ First ESC, L.P. 34,590 (2)
DLJ ESC II, L.P. 3,814,334 2.3%
DLJ EAB Partners, L.P. 80,700 (2)
Madison Dearborn Capital Ptrs II, LP 27,218,904 16.5%
Eagle River Investments LLC 19,500,012 11.8%
Page 5 of 7 pages
COMMON STOCK PERCENT OF CLASS (1)
Motorola, Inc. 13,076,376 7.9%
David Aas 1,086,599 (2)
John Chapple 3,461,024 2.1%
Mark Fanning 933,706 (2)
Perry Satterlee 1,044,603 (2)
David Thaler 1,274,000 (2)
John Thompson 2,545,664 1.5%
TOTAL 98,584,020 59.7%
(1) Based on 165,015,002 shares of Class A Common Stock outstanding as of
December 31, 2001, as provided by Nextel Partners, Inc.
(2) Less than 1%.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
See Item 4
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10. CERTIFICATIONS:
Not applicable
Page 6 of 7 pages
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 21, 2001
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Date
/s/ C. JAMES JUDSON
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Signature
Vice President and General Counsel
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Name/Title
Page 7 of 7 pages