-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JtHGfuirOjgF5OBRHSzw7Cokwh5My7wySL4FU2y7zkyQaUC+sY7lhhUBvZ3VBScA PzIPi29xVlDuszCRbDiVHQ== 0000950157-02-000892.txt : 20021226 0000950157-02-000892.hdr.sgml : 20021225 20021226134748 ACCESSION NUMBER: 0000950157-02-000892 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI UNIVERSAL CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 42 AVENUEDE FRIEDLAND STREET 2: 75380 PARIS CEDEX CITY: 08 FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 0113317171 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECHOSTAR COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001001082 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 880336997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46313 FILM NUMBER: 02868945 BUSINESS ADDRESS: STREET 1: 5701 SOUTH SANTA FE DRIVE CITY: LITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 3037231000 MAIL ADDRESS: STREET 1: 5701 SOUTH SANTA FE DRIVE CITY: LITTLETON STATE: CO ZIP: 80120 SC 13D/A 1 sc_13da.txt SCHEDULE 13D/A [CS&M Draft--12/23/02] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ============================================================================== SCHEDULE 13D/A Under the Securities Exchange Act of 1934 EchoStar Communications Corporation (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 282762109 (CUSIP Number) Jacques Espinasse Chief Financial Officer Vivendi Universal, S.A. 42, Avenue de Friedland 75380 Paris Cedex 08 France 33-1-7171-1713 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Faiza J. Saeed, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 December 23, 2002 (Date of Event which Requires Filing of 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(e), 13d-1(f) or 13d-1(g), check the following box. [__] The information required on 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). 2 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Vivendi Universal, S.A. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not applicable. (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) [_] (6) Citizenship or Place of Organization France Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 57,604,790 shares (8) Shared Voting Power 0 shares (9) Sole Dispositive Power 57,604,790 shares (10) Shared Dispositive Power 0 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 57,604,790 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 19.2%(1) (14) Type of Reporting Person (See Instructions) CO - --------------------- (1) Based on information provided by EchoStar Communications Corporation (the "Company") that 242,353,739 shares of Class A Common Stock, par value $0.01 per share ("Common Stock") of the Company were outstanding as of November 11, 2002, and assuming conversion of all shares of Series D mandatorily convertible participating preferred stock (the "Preferred Stock") beneficially owned by the Reporting Persons. According to the Company, there were 238,435,208 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of the Company outstanding as of November 11, 2002. Because such Class B Common Stock is convertible on a one-for-one basis into Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Common Stock and conversion of all shares of Preferred Stock beneficially owned by the Reporting Persons, the percentage of the Common Stock that the Reporting Persons may be deemed to have beneficial ownership of would be approximately 10.69%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Reporting Persons beneficially own equity securities of the Company representing approximately 2.14% of the voting power of the Company (assuming no conversion of the Class B Common Stock). 3 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Groupe Canal+ (2) Check the Appropriate Box if a member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not applicable. (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) [_] (6) Citizenship or Place of Organization France Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 57,604,790 shares (8) Shared Voting Power 0 shares (9) Sole Dispositive Power 57,604,790 shares (10) Shared Dispositive Power 0 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 57,604,790 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 19.2%(2) (14) Type of Reporting Person (See Instructions) CO - --------------------- (2) Based on information provided by the Company that 242,353,739 shares of Common Stock of the Company were outstanding as of November 11, 2002, and assuming conversion of all shares of Preferred Stock beneficially owned by the Reporting Persons. According to the Company, there were 238,435,208 shares of Class B Common Stock of the Company outstanding as of November 11, 2002. Because such Class B Common Stock is convertible on a one-for-one basis into Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Common Stock and conversion of all shares of Preferred Stock beneficially owned by the Reporting Persons, the percentage of the Common Stock that the Reporting Persons may be deemed to have beneficial ownership of would be approximately 10.69%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Reporting Persons beneficially own equity securities of the Company representing approximately 2.14% of the voting power of the Company (assuming no conversion of the Class B Common Stock). 4 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Financiere De Videocommunication (2) Check the Appropriate Box if a member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) [_] (6) Citizenship or Place of Organization France Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 57,604,790 shares (8) Shared Voting Power 0 shares (9) Sole Dispositive Power 57,604,790 shares (10) Shared Dispositive Power 0 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 57,604,790 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 19.2%(3) (14) Type of Reporting Person (See Instructions) CO - --------------------- (3) Based on information provided by the Company that 242,353,739 shares of Common Stock of the Company were outstanding as of November 11, 2002, and assuming conversion of all shares of Preferred Stock beneficially owned by the Reporting Persons. According to the Company, there were 238,435,208 shares of Class B Common Stock of the Company outstanding as of November 11, 2002. Because such Class B Common Stock is convertible on a one-for-one basis into Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Common Stock and conversion of all shares of Preferred Stock beneficially owned by the Reporting Persons, the percentage of the Common Stock that the Reporting Persons may be deemed to have beneficial ownership of would be approximately 10.69%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Reporting Persons beneficially own equity securities of the Company representing approximately 2.14% of the voting power of the Company (assuming no conversion of the Class B Common Stock). 5 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 (this "Amendment") which amends the statement on Schedule 13D ("Schedule 13D") relating to the Class A Common Stock, par value $0.01 per share (the "Common Stock"), of EchoStar Communications Corporation, a Nevada corporation (the "Company") as previously filed on January 31, 2002, by Financiere De Videocommunication, a societe anonyme organized under the laws of France ("Financiere"), Groupe Canal+, a societe anonyme organized under the laws of France ("Groupe Canal+") and Vivendi Universal S.A., a societe anonyme organized under the laws of France ("Vivendi Universal"; Financiere, Groupe Canal+ and Vivendi Universal, collectively referred to herein as the "Reporting Persons") is filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended. The purpose of this Amendment is to reflect the sale of Common Stock by Financiere as noted in Item 5. ITEM 1. SECURITY AND ISSUER. This Amendment relates to the Class A Common Stock, par value $0.01 per share, of the Company. The address of the principal executive offices of the Company is 5701 South Santa Fe Drive, Littleton, Colorado 80120. ITEM 2. IDENTITY AND BACKGROUND. (a) The names of the persons filing this Amendment are Financiere de Videocommunication, a societe anonyme organized under the laws of France, Groupe Canal+, a societe anonyme organized under the laws of France, and Vivendi Universal, S.A., a societe anonyme organized under the laws of France. (b) The address of the principal office and principal place of business of Financiere is 85-89 Quai Andre Citroen, 75015 Paris, France, the address of the principal office and principal place of business of Groupe Canal+ is 85-89 Quai Andre Citroen, 75711 Paris Cedex 15, France and the address of the principal office and the principal place of business of Vivendi Universal is 42, Avenue de Friedland, 75380 Paris Cedex 08, France. (c) Vivendi Universal is a company engaged in the media, communications and environmental services businesses. Set forth in Schedule A hereto, which is incorporated herein by reference, is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship, of each of Vivendi Universal's directors and executive officers, as of the date hereof. Other than such directors and executive officers, there are no persons controlling Vivendi Universal. Groupe Canal+ is a company principally engaged, directly or through its subsidiaries, in the production and distribution of film and pay-television programming in Europe, and the provision of software technology for digital television networks. Set forth in Schedule B hereto, which is incorporated herein by reference, is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship, of each of Groupe Canal+'s directors and executive officers, as of the date hereof. 6 Financiere is a company engaged in no operations, other than the acquisition of certain assets from time to time, on behalf of Groupe Canal+. Set forth in Schedule C hereto, which is incorporated herein by reference, is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship, of each of Financiere's directors and executive officers, as of the date hereof. (d) During the past five years, neither Vivendi Universal nor, to Vivendi Universal's knowledge, any person named in Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither Groupe Canal+ nor, to Groupe Canal+'s knowledge, any person named in Schedule B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither Financiere nor, to Financiere's knowledge, any person named in Schedule C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Vivendi Universal nor, to Vivendi Universal's knowledge, any person named in Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person 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. During the past five years, neither Groupe Canal+ nor, to Groupe Canal+'s knowledge, any person named in Schedule B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person 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. During the past five years, neither Financiere nor, to Financiere's knowledge, any person named in Schedule C has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person 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. (f) Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. This Amendment is filed to report the sale of Common Stock by Financiere as noted in Item 5. ITEM 4. PURPOSE OF THE TRANSACTION Not applicable. This Amendment is filed to report the sale of Common Stock by Financiere as noted in Item 5. 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) On December 23, 2002, Financiere, on behalf of and for the sole benefit of Vivendi Universal, sold to the Company 5,760,479 shares of Series D Mandatorily Convertible Participating Preferred Stock, par value $0.01 per share, which, upon transfer, mandatorily converted into 57,604,790 shares of Common Stock (the "Shares") at an aggregate purchase price of $1,065,688,615, representing a purchase price per share, in cash, of $18.50. After sale of the Shares to the Company, the Reporting Persons do not own, as of the date hereof, any shares of Common Stock and do not have the power to vote or to direct the vote or to dispose or direct the disposition of any shares of Common Stock. (c) Except as otherwise disclosed herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person named in Schedules A, B and C, has effected any transaction in Common Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported in this Item 5. (e) As of December 23, 2002, the Reporting Persons own less than 5% of the outstanding shares of Common Stock. This constitutes the final statement on Schedule 13D regarding beneficial ownership of Common Stock by the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER The response to Item 6 of Schedule 13D is incorporated by reference in its entirety. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The response to Item 7 of Schedule 13D is incorporated by reference in its entity. 8 SIGNATURES After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this statement is true, complete and correct. Dated: December 23, 2002 VIVENDI UNIVERSAL, S.A. By: /s/ George E. Bushnell III ------------------------------------ Name: George E. Bushnell III Title: Vice President and Corporate Counsel GROUPE CANAL+ By: /s/ Xavier Couture ------------------------------------ Name: Xavier Couture Title: Chairman and Chief Executive Officer FINANCIERE DE VIDEOCOMMUNICATION By: /s/ Marc-Andre Feffer ------------------------------------ Name: Marc-Andre Feffer Title: Chairman and Chief Executive Officer SCHEDULE A Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of Vivendi Universal. Unless otherwise indicated, the business address of each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex 08, France. Position with Vivendi Name and Business Address Citizenship - --------------------- ------------------------- ----------- I. Directors Chairman of the Board Jean-Rene Fourtou French Director Edgar Bronfman, Jr. U.S. Lexa Partners LLC 390 Park Avenue, 4th floor New York, NY 10022 Director Claude Bebear French AXA 25, avenue Matignon 75008 Paris France Director Gerhard Kleisterlee German Royal Philips Electronic P.O. Box 77900 Building HBT 14 1070 Amsterdam The Netherlands Director Dominique Hoenn French BNP Paribas 3, rue d'Antin 75009 Paris Director Edgar M. Bronfman U.S. c/o Vivendi Universal 375 Park Avenue, 5th floor New York, NY 10152-0192 USA Director Marie-Josee Kravis Canadian Hudson Institute 625 Park Avenue New York, NY 10021 USA Director Henri Lachmann French Schneider Electric S.A. 43-45 Bd Franklin Roosevelt 92500 Rueil Malmaison France Position with Vivendi Name and Business Address Citizenship - --------------------- ------------------------- ----------- Director Fernando Falco Spain RACE 10, Jose Abascal 28003 Madrid Spain II. Executive Officers (other than those who are also Directors) Senior Executive Vice Jacques Espinasse French President and Chief Financial Officer Senior Executive Vice Andrew Kaslow U.S. President, Human Resources Senior Executive Vice Robert de Metz French President, Divestitures, Mergers and Acquisitions Chief Operating Jean-Bernard Levy French Officer Director of Michael Bourgeois French Communication Executive Vice Jean-Francois Dubos French President and General Counsel SCHEDULE B Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of Groupe Canal+. Unless otherwise indicated, the business address of each person listed below is 85-89 Quai Andre Citroen, 75711 Paris Cedex 15, France. Position with Vivendi Name and Business Address Citizenship - --------------------- ------------------------- ----------- Member of the Supervisory Board, Jean-Rene Fourtuo French Chairman of the Board of Vivendi c/o Vivendi Universal Universal 42, avenue de Friedland 75380 Paris, Cedex 08, France Member of the Supervising Board, Erik Orsenna French Vice Chairman of Association des Salaries de Canal +. Member of the Supervisory Board, Jacques Espinasse French Executive Vice President and c/o Vivendi Universal General Counsel of Vivendi 42, avenue de Friedland Universal 75380 Paris, Cedex 08, France Member of the Supervisory Board, Jean-Bernard Levy French Senior Executive Vice President c/o Vivendi Universal and Chief Financial Officer of 42, avenue de Friedland Vivendi Universal 75380 Paris, Cedex 08, France Member of the Supervisory Board, Jean-Francios Dubos French Chief Operating Officer of c/o Vivendi Universal Vivendi Universal 42, avenue de Friedland 75380 Paris, Cedex 08, France Member of the Executive Board, Xavier Couture French Chairman Member of the Executive Board, Marc-Andre Feffer French Vice Chairman, Chairman and CEO of Financiere Member of the Executive Board Alain de Greef French Member of the Executive Board, Ron Meyer U.S. President and Chief Operating Universal Studios Inc Officer of Universal Studios Inc 100 Universal City Plaza Building 1280, 14th Floor Universal City CA 91608-1085, U.S. SCHEDULE C Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of Financiere. Unless otherwise indicated, the business address of each person listed below is 85-89 Quai Andre Citroen, 75015 Paris, France. Position with Vivendi Name and Business Address Citizenship - --------------------- ------------------------- ----------- Chairman of the Board, Vice Chairman of Marc-Andre Feffer French Groupe Canal+ Director Thomas Christin French Director Fabrice Faux French -----END PRIVACY-ENHANCED MESSAGE-----