SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Nextel Partners, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
65333F107
(CUSIP Number)
December 31, 2000
(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 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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. CITIZEN OR PLACE OF ORGANIZATION
Delaware
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
13,076,376
6. SHARED VOTING POWER
0 (See Item 4)
7. SOLE DISPOSITIVE POWER
13,076,376
8. SHARED DISPOSITIVE POWER
0 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,076,376 (See Item 4)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9% (See Item 2 and Item 4)
12. TYPE OF REPORTING PERSON
CO
Item 1(a) Name of Issuer:
Nextel Partners, Inc. ("NPI")
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:
This Schedule 13G is filed on behalf of Motorola, Inc., (the
"Reporting Person"), a Delaware corporation, whose principal business
office is 1303 Algonquin Road, Schaumburg, Il 60196.
Pursuant to Rule 13d-5(b)(1) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934 (the
"Exchange Act"), the Reporting Person, along with certain individuals
and corporations (the "Non-Reporting Persons") identified below, may
be deemed, as a group, to have acquired beneficial ownership of certain
shares of the Class A Common Stock of NPI (the "Class A Common Stock")
as a result of the Reporting Person and the Non-Reporting Persons being
signatories to the Amended and Restated Shareholders' Agreement, dated
February 18, 2000, by and among NPI and the shareholders listed
therein, as amended, effective February 22, 2000 (the "Shareholders
Agreement"). 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.
Non-Reporting Persons:
The following Non-Reporting Persons (No. 1-12) 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)
12. UK Investment Plan 1997 Partners (Delaware limited partnership)
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
The following Non-Reporting Persons (No. 13-21) are referred to herein
as the "Non-DLJ Entities."
13. Madison Dearborn Capital Ptrs II, LP (Delaware limited
partnership)
3 First National Plaza
Suite 3800
Chicago, IL 60602
14. Eagle River Investments LLC (Washington limited liability company)
2300 Carillon Point
Kirkland, WA 98033-7353
15. Nextel WIP Corp. (Delaware corporation)
2001 Edmund Halley Drive
Reston, VA 20191
16. David Aas (US citizen)
17. John Chapple (US citizen)
18. Mark Fanning (US citizen)
19. Perry Satterlee (US citizen)
20. David Thaler (US citizen)
21. 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 Rules 13d-1(b), or 13d-
2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership (a) - (c) Amount beneficially owned, percent of
class and voting/dispositive power.
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 number of shares of Class A Common Stock
as described below.
The Reporting Person has the sole power to vote and dispose of
13,076,376 shares of Class A Common Stock, or 7.9% of the Class A
Common Stock.
The Reporting Person may be deemed to have the shared power to vote an
aggregate of 136,030,740 shares of Class A Common Stock or 55.73 % of
the outstanding shares of Class A Common Stock. (This includes
79,056,228 shares of Class B Common Stock of NPI ("Class B Common
Stock") as described in footnote 3 below.) The Reporting Person may be
deemed to have the shared power to dispose of 164,563,872 shares of
Class A Common Stock or 67.42 % of the outstanding shares of Class A
Common Stock. (This includes 79,056,228 shares of Class B Common Stock
as described in footnote 3 below.) The Reporting Person disclaims
beneficial ownership of all shares of which it may be deemed to have
shared power to vote or dispose.
Although the Reporting Person disclaims beneficial ownership of any
shares of Class A Common Stock or Class B 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 177,640,248 shares of Class A Common Stock, including
79,056,228 shares of Class B Common Stock (as described in footnote 3
below), the aggregate number of shares of Common Stock which are
subject to the terms of the Stockholders Agreement, representing 72.78
% of the outstanding Class A Common Stock as determined pursuant to
Rule 13d-3(d)(1)(i) of the Exchange Act.
The Non-Reporting Persons, as of December 31, 2000, may be deemed to
have shared power to direct the disposition of an aggregate of
164,563,872 shares, or 67.42 % of the outstanding shares of the
Class A Common Stock. (This includes 79,056,228 shares of Class B
Common Stock as described in footnote 3 below.) The Non-DLJ entities
may be deemed to have shared power to vote an aggregate of 136,030,740
shares, or 55.73 % of the outstanding shares of Class A Common Stock.
(This includes 79,056,228 shares of Class B Common Stock as described
in footnote 3 below.) The DLJ entities may be deemed to have shared
power to vote an aggregate of 28,533,132 shares, or 17.29% of the
outstanding sharesof Class A Common Stock. Based on information
provided by the Non-Reporting Persons, the beneficial ownership of each
Non-Reporting Person as of December 31, 2000 is as follows:
Beneficial Ownership as of December 31, 2000:
Percent of
Common Stock 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%
Nextel WIP Corp. (3) 79,056,228 32.4%
David Aas 1,086,599 (2)
John Chapple (4) 3,461,024 2.0%
Mark Fanning 933,706 (2)
Perry Satterlee 1,044,603 (2)
David Thaler 1,274,000 (2)
John Thompson (4) 2,545,664 1.4%
TOTAL (5) 177,640,248 72.8%
(1) Based on 165,015,002 shares of Class A Common Stock outstanding as
of December 31, 2000, as provided by Nextel Partners, Inc. to
other Non-Reporting Persons.
(2) Less than 1%.
(3) Based on information provided by Nextel WIP Corp., it owns 100% of
the outstanding Class B Common Stock, which is convertible into
Class A Common Stock at any time on a one-for-one basis upon
transfer to a person other than NCI, a majority-owned NCI
subsidiary or a person or entity controlling NCI. 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. Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the
shares of Class B Common Stock are deemed to be outstanding shares
of Class A Common Stock for purposes of computing the percentage
of Class A Common Stock beneficially owned by Nextel WIP Corp. and
of the Reporting Person and Non-Reporting Persons, as a group.
(4) Based on information provided by other Non-Reporting Shareholders,
this includes 90,000 shares held by Panther Lake LLC, an entity
controlled by Messrs. Chapple and Thompson.
(5) Determined pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
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. Notices of dissolution of group:
Not Applicable
Item 10. Certification:
Not Applicable
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.
Date: February 13, 2001 MOTOROLA, INC.
By: /s/ Carol H. Forsyte
Name: Carol H. Forsyte
Title: Vice President, Corporate and
Securities, Law Department