0000913665-01-500081.txt : 20011019
0000913665-01-500081.hdr.sgml : 20011019
ACCESSION NUMBER: 0000913665-01-500081
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011016
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: XM SATELLITE RADIO HOLDINGS INC
CENTRAL INDEX KEY: 0001091530
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899]
IRS NUMBER: 541878819
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-57011
FILM NUMBER: 1759769
BUSINESS ADDRESS:
STREET 1: 1500 ECKINGTON PL NE
CITY: WASHINGTON
STATE: DC
ZIP: 20002
BUSINESS PHONE: 2023804000
MAIL ADDRESS:
STREET 1: 1500 ECKINGTON PL NE
CITY: WASHINGTON
STATE: DC
ZIP: 20002
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MOTIENT CORP
CENTRAL INDEX KEY: 0000913665
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899]
IRS NUMBER: 930976127
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 10802 PARKRIDGE BLVD
CITY: RESTON
STATE: VA
ZIP: 20191-5416
BUSINESS PHONE: 7037586000
MAIL ADDRESS:
STREET 1: 10802 PARKRIDGE BLVD
CITY: RESTON
STATE: VA
ZIP: 20191-5416
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP
DATE OF NAME CHANGE: 19931019
SC 13D/A
1
xmam8.txt
SCHEDULE 13D AMENDMENT NO. 8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
XM Satellite Radio Holdings Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
983759 10 1
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(CUSIP Number)
David H. Engvall
Vice President and General Counsel
Motient Corporation
10802 Parkridge Boulevard
Reston, VA 20191
(703) 758-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2001 and October 12, 2001
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(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 that is the subject of this Schedule 13D,
and is filing this schedule because of ss.ss. 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 1
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Motient Corporation
93-0976127
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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================================================================================
3. SEC Use Only
================================================================================
================================================================================
4. Source of Funds WC, OO
================================================================================
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Delaware
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=================== ============================================================
Number of 7. Sole Voting Power 9,757,262
Shares
Beneficially
Owned by
Each ============================================================
Reporting ============================================================
Person 8. Shared Voting Power 0
With
============================================================
============================================================
9. Sole Dispositive Power 9,757,262
============================================================
============================================================
10. Shared Dispositive Power 0
================================================================================
================================================================================
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,757,262
================================================================================
================================================================================
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
================================================================================
================================================================================
13. Percent of Class Represented by Row (11)
15.54%
================================================================================
================================================================================
14. Type of Reporting Person
CO
================================================================================
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 2
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Amended Schedule 13D 1/
Item 4. Purpose of Transaction
Item 4 is amended and restated in its entirety as follows:
Motient purchased 200,000 shares of Class A Stock (the "Offering Shares")
in the Offering in order to demonstrate its commitment to the Issuer's long-term
business plans and objectives, and because Motient concluded that the initial
public offering price of the Offering represented an attractive opportunity to
increase its equity position in the Issuer. Motient also noted that several of
the other significant equity stakeholders in the Issuer elected to similarly
participate in the Offering.
The shares of Class B Stock owned by Motient (or, in the case of shares of
Class A Stock other than the Offering Shares, the Class B Stock from which such
other shares of Class A Stock were converted) were acquired for various
consideration, over a period of several years, prior to the consummation of the
Offering, and prior to the Issuer becoming subject to Section 12(g) of the
Exchange Act. These transactions are described in detail in Item 3 above.
Motient was the initial, sole stockholder of the Issuer. The subsequent changes
in Motient's ownership interest in the Issuer, prior to the Offering, were
effected to maximize the potential future value to Motient and its stockholders
of its interest in the Issuer.
Certain of Motient's rights with respect to the Issuer are governed by a
shareholders' agreement by and among the Issuer, Motient, and certain other
significant shareholders of the Issuer (the "Shareholders' Agreement"). Pursuant
to the Shareholders' Agreement, Motient currently has three representatives on
the Board of Directors of the Issuer. In addition, two independent members of
the Board of Directors of the Issuer must be approved by Motient and the other
parties to the Shareholders' Agreement. Certain other material provisions of the
Shareholders' Agreement are described in more detail in Item 6 below.
There are certain restrictions on Motient's ability to sell or otherwise
transfer the Securities. Under the Shareholders' Agreement, shares of Class B
Stock are transferable only upon conversion into shares of Class A Stock.
The Securities are also subject to certain pledge agreements and related
contingencies.
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 3
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Motient has granted a first priority lien on all of the 9,757,262 shares of
Class B Stock owned by it to its bank lenders. These liens secure Motient's
obligations under its term loan facility. Motient has also granted a second
priority lien on all of the 9,757,262 shares of Class B Stock owned by it to
Hughes Electronics Corporation, Singapore Telecommunications, Ltd., and Baron
Capital Partners, L.P. (the "Bank Guarantors"), who are guarantors of Motient's
term and revolving loan facilities. These liens secure Motient's obligations
under an agreement that requires Motient to reimburse the Bank Guarantors in the
event that the Bank Guarantors are required to make any payment under the bank
facility guarantees.
The bank lenders and Bank Guarantors have agreed to release the liens they
hold on up to 1,000,000 of the 9,757,262 shares of Class B Stock described
above, in the event Motient wishes to sell such shares. Motient may determine to
sell such shares at any time in the future, depending, in part, on the factors
described in the following paragraph. The ability of Motient to sell any other
shares of Class B Stock owned by it is limited by certain covenants relating to
sales of assets contained in its term loan and revolving credit agreements, as
well as in the purchase agreement with Rare Medium Group, Inc. ("RMG") relating
to the RMG Notes (as defined below).
On May 14, 2001, Motient signed a definitive merger agreement with RMG (the
"Merger Agreement") through which Motient proposed to acquire 100% of the
ownership of RMG. As part of this proposed transaction, Motient would have
transferred 9 million shares of Class A Stock to the holders of certain
preferred stock issued by RMG. On October 1, 2001, Motient and RMG mutually
agreed to terminate the Merger Agreement.
On October 12, 2001, Motient transferred all of the 852,243 shares of Class
A Stock and 4,147,757 shares of Class B Stock owned by it to RMG in partial
satisfaction of two $25 million notes (the "RMG Notes") issued by Motient to RMG
in April and July 2001. Immediately prior to transfer, the 4,147,757 shares of
Class B Stock were converted into an equal number of shares of Class A Stock.
The RMG Notes had been secured by a first priority lien on such shares. In
connection with this transaction, Motient agreed to transfer to RMG one (1) of
its demand registration rights under its registration rights agreement with the
Issuer. The maturity of the remaining balance of the RMG Notes will be extended
until October 12, 2002 if Motient is able to obtain the agreement of the banks
and Bank Guarantors to provide RMG with a third priority lien (after the liens
described above) on the 9,757,262 shares of Class B Stock to secure such RMG
Notes. Motient has agreed to use its best efforts to obtain such agreement.
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 4
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Except as described above in this Item 4 and below in Item 6, Motient does
not have any plans or proposals that relate to or would result in any of the
actions or events specified in clauses (a) through (j) of Item 4 of Schedule
13D. Notwithstanding the foregoing, and subject to the restrictions under the
Shareholders' Agreement, Motient may determine to change its investment intent
with respect to the Issuer at any time in the future. In determining from time
to time whether to sell its shares of the Issuer's Class A Stock (and in what
amounts) or to retain such shares, Motient will take into consideration such
factors as it deems relevant, including the business and prospects of the
Issuer, anticipated future developments concerning the Issuer, existing and
anticipated market conditions from time to time, Motient's liquidity
requirements, general economic conditions, regulatory matters, and other
opportunities available to Motient. Motient reserves the right to acquire
additional securities of the Issuer in the open market, in privately negotiated
transactions (which may be with the Issuer or with third parties) or otherwise,
to dispose of all or a portion of its holdings of securities of the Issuer or to
change its intention with respect to any or all of the matters referred to in
this Item 4.
To the best knowledge of Motient, all shares identified in item 5 below as
beneficially owned by persons listed in Annex A were acquired by such persons
for investment purposes. Such persons may buy or sell shares of Class A Stock in
the future as they deem appropriate, but, to the best knowledge of Motient, and
except as otherwise indicated herein, such persons have no present plan or
proposal that relates to or would result in the actions or events specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 5
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is amended and restated in its entirety as follows:
Shareholders' Agreement
Set forth below is a description of certain material provisions of the
Shareholders' Agreement:
Governance Provisions. In connection with the FCC's approval on December
21, 2000 of the transfer of control of the Issuer from Motient to a diffuse
group of shareholders, the Issuer's board of directors currently consists of ten
members, one of whom will be selected by Telcom, one of whom will be selected by
General Motors or DIRECTV, one of whom will be selected by Clear Channel, one of
whom will be selected by AEA Investors, three of whom will be selected by
Motient, two independent directors of recognized industry experience and stature
whose nominations must be approved by Motient and the other parties to the
Shareholders' Agreement, and one of whom will be the Issuer's President and
Chief Executive Officer. The foregoing board rights are subject to the parties
to the Shareholders' Agreement maintaining their original investment or certain
minimum share percentages in the Issuer.
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 6
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Conversion of Class B Stock to Class A Stock. The Class B Stock owned by
Motient is convertible into Class A Stock, on a one-for-one basis, at any time
at Motient's discretion. In addition, under the Shareholders' Agreement, the
holders of a majority of the outstanding shares of Class A Stock, which must
include at least 20% of the public holders of the Class A Stock, may require
conversion by Motient.
Non-Competition. Motient has agreed not to compete with the Issuer in the
satellite radio business in the United States for so long as Motient holds 5% of
the Issuer's common stock and for a period of three years following any transfer
which results in Motient owning less than 5% of the Issuer's common stock.
Restrictions on Transfer of Securities. As described in Item 4 above,
shares of Class B Stock are transferable only upon conversion into shares of
Class A Stock.
Registration Rights Agreement
In addition to the contracts and agreements described above and in Item 4
above, Motient has certain registration rights with respect to the Securities,
pursuant to an amended and restated registration rights agreement, dated as of
August 8, 2000 (the "Registration Rights Agreement"), by and among the Issuer,
Motient and certain other stockholders named therein. Commencing July 7, 2000,
certain stockholders that are party to the Registration Rights Agreement are
entitled to demand registration with respect to their Class A Stock, including
shares issuable upon conversion of other securities. These rights are subject to
the Issuer's right to defer the timing of a demand registration and an
underwriters' right to cut back shares in an underwritten offering. In addition
to these demand rights, following the Issuer's commencement of commercial
operation, parties to the Registration Rights Agreement holding, in the
aggregate, the shares of Class A Stock having a fair market value of not less
than $25,000,000, may request the Issuer to file a registration statement
pursuant to Rule 415. The Series C investors also have a right to demand
registration upon a change of control of the Company. Parties to the
Registration Rights Agreement also have rights to include their Class A Stock in
registered offerings initiated by the Issuer, other than an offering for high
yield debt.
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 7
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Note Purchase Agreement with Rare Medium Group, Inc.
As described above in Item 4, on October 12, 2001 Motient transferred
852,243 shares of Class A Stock and 4,147,757 shares of Class B Stock to RMG in
partial satisfaction of the RMG Notes. The balance of the RMG Notes is subject
to the terms and conditions of a Note Purchase Agreement dated as of April 2,
2001 (the "Note Agreement") between Motient and RMG.
The Note Agreement contains a covenant relating to sales of assets by
Motient which limits the ability of Motient to sell shares of Class B Stock
owned by it.
Motient also agreed in the Note Agreement that if it makes an offering
involving its equity or derivative securities (including securities of Motient
or the Issuer) while the RMG Notes remain outstanding, RMG will have a right of
first refusal to participate in such offering.
In connection with the Note Agreement, Motient transferred its piggyback
and shelf registration rights associated with the 5,000,000 shares of Class A
Stock delivered to RMG. In addition, at the time of the transfer of such shares
to RMG, Motient transferred to RMG one of its "demand" registration rights under
the Registration Rights Agreement described above.
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CUSIP No. 983759 10 1 13D Amendment No. 8 - Page 8
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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.
Dated: October 16, 2001
MOTIENT CORPORATION
By: /s/David H. Engvall
----------------------------------------
Name: David H. Engvall
Title: Vice President and General Counsel
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1/ Amending the Amended and Restated Schedule 13D dated July 20, 2001.
-