UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NEXTEL PARTNERS, INC.
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(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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On Saturday, August 13, Nextel Communications' outside legal counsel sent
our counsel a letter with an attachment restating Nextel Communications' views
on the put process.
On Sunday, August 14, our counsel sent Nextel Communications' counsel the
following response:
"Dear Bob,
As you know, Nextel Partners believes that Nextel Communications' stated
views with respect to the put process are inaccurate and misleading. In the
context of Nextel Communications' obvious desire to reduce the price it
will have to pay for Nextel Partners if the put is exercised, your letter
just appears to be part of Nextel Communications' ongoing, and in our view
inappropriate, campaign to try to hurt the trading price of Nextel
Partners' stock. I sincerely hope that Nextel Communications and Sprint
Nextel will not use your letter as an excuse for another gratuitous public
filing."
On Wednesday, August 17, Sprint Nextel made its public filing.
As noted in our counsel's response, we believe that Nextel Communications'
stated and restated views on the put process, including with respect to
valuation, are inaccurate and misleading.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the put right arising in connection with the Sprint
Corporation - Nextel Communications, Inc. merger transaction, Nextel Partners,
Inc. has filed and will be filing proxy statements and other materials with the
Securities and Exchange Commission. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTEL PARTNERS, INC. AND THE PUT
RIGHT AND POTENTIAL TRANSACTION. Investors may obtain a free copy of the proxy
statements and other relevant documents when they become available as well as
other materials filed with the SEC concerning Nextel Partners, Inc. at the SEC's
website at http://www.sec.gov. Free copies of Nextel Partners, Inc.'s SEC
filings are also available on Nextel Partners, Inc.'s website at
http://www.nextelpartners.com. These materials and other documents may also be
obtained for free from: Nextel Partners, Inc. at Nextel Partners, Inc., 4500
Carillon Point, Kirkland, WA 98033, Attn: Investor Relations.
PARTICIPANTS IN THE SOLICITATION
Nextel Partners, Inc. and its officers and directors may be deemed, under SEC
rules, to be participants in the solicitation of proxies from Nextel Partners,
Inc.'s stockholders with respect to the put right and potential transaction.
Information regarding the officers and directors of Nextel Partners, Inc. is
included in its definitive proxy statement for its 2005 Annual Meeting filed
with the SEC on April 8, 2005. More detailed information regarding the identity
of potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the put right and
potential transaction.