-----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, KHQAcC7G0QDt7cdorYXhRniMu+GLCdnTzOZWLZH6g4zdiqyipdMrWOOAq2qpfw39 XVB7sbY5xgsFlPlZn1WDzw== 0000950134-04-009914.txt : 20040712 0000950134-04-009914.hdr.sgml : 20040712 20040712163352 ACCESSION NUMBER: 0000950134-04-009914 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040712 GROUP MEMBERS: HIGHLAND CRUSADER OFFSHORE PARTNERS LP GROUP MEMBERS: HIGHLAND EQUITY FOCUS FUND LP GROUP MEMBERS: HIGHLAND EQUITY FUND LP GROUP MEMBERS: HIGHLAND LEGACY LIMITED GROUP MEMBERS: JAMES DONDERO GROUP MEMBERS: PAMCO CAYMAN LIMITED GROUP MEMBERS: PROSPECT STREET HIGH INCOME PORTFOLIO INC GROUP MEMBERS: PROSPECT STREET INCOME SHARES INC GROUP MEMBERS: STRAND ADVISORS INC SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 04910466 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D/A 1 d16739a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

Motient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

619908304

(CUSIP Number)
Patrick H. Daugherty, Esq.
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, Suite 1300
Dallas, Texas 75240
(972) 628-4100
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

April 7, 2004

(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 §§240.13d-1(e), (f) or (g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*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 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).

 

             
CUSIP No. 619908304 Page 2 of 18
  1. Name of Reporting Person:
Highland Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
75-2716725
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,642,469
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,642,469
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
IA/PN

2

 

             
CUSIP No. 619908304 Page 3 of 18
  1. Name of Reporting Person:
Strand Advisors, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
95-4440863
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,642,469
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,642,469
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
CO

3

 

             
CUSIP No. 619908304 Page 4 of 18
  1. Name of Reporting Person:
James Dondero		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,642,469
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,642,469
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
IN

4

 

             
CUSIP No. 619908304 Page 5 of 18
  1. Name of Reporting Person:
Prospect Street High Income Portfolio, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
04-3028343
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Maryland
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,155,224
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,155,224
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
CO/IV

5

 

             
CUSIP No. 619908304 Page 6 of 18
  1. Name of Reporting Person:
Prospect Street Income Shares Inc.		 I.R.S. Identification Nos. of above persons (entities only):
36-2765811
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Maryland
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
111,940
8. Shared Voting Power:
0
9. Sole Dispositive Power:
111,940
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
CO/IV

6

 

             
CUSIP No. 619908304 Page 7 of 18
  1. Name of Reporting Person:
Highland Legacy, Limited		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
223,880
8. Shared Voting Power:
0
9. Sole Dispositive Power:
223,880
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
PN

7

 

             
CUSIP No. 619908304 Page 8 of 18
  1. Name of Reporting Person:
Highland Crusader Offshore Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Bermuda
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,452,545
8. Shared Voting Power:
0
9. Sole Dispositive Power:
2,452,545
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
PN

8

 

             
CUSIP No. 619908304 Page 9 of 18
  1. Name of Reporting Person:
PAMCO Cayman, Limited		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
223,880
8. Shared Voting Power:
0
9. Sole Dispositive Power:
223,880
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
PN

9

 

             
CUSIP No. 619908304 Page 10 of 18
  1. Name of Reporting Person:
Highland Equity Focus Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
46-0491961
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
425,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
425,000
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
PN

10

 

             
CUSIP No. 619908304 Page 11 of 18
  1. Name of Reporting Person:
Highland Equity Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
50,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
50,000
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,642,469
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
15.2%
  14.Type of Reporting Person (See Instructions):
PN

11

 

     This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2002, as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on October 20, 2003. Unless set forth below, all previous items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D, as amended, previously filed with the Commission.

Item 2. Identity and Background.

     Item 2 is hereby amended and restated in its entirety as follows:

     (a) The names of the persons filing this Statement (the “Reporting Persons”) are Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), Strand Advisors, Inc., a Delaware corporation (“Strand”), James Dondero, a citizen of the United States of America (“Dondero”), Prospect Street High Income Portfolio, Inc., a Maryland corporation and closed end mutual fund registered under the Investment Company Act of 1940 (“Prospect Portfolio”), Prospect Street Income Shares Inc., a Maryland corporation and closed end mutual fund registered under the Investment Company Act of 1940 (“Prospect Shares”), Highland Legacy, Limited, a Cayman Islands limited partnership (“Legacy”), Highland Crusader Offshore Partners, L.P., a Bermuda limited partnership (“Crusader”), PAMCO Cayman, Limited, a Cayman Islands limited partnership (“PAMCO”), Highland Equity Focus Fund, L.P., a Delaware limited partnership (“Equity Focus”), and Highland Equity Fund, L.P., a Delaware limited partnership (“Equity Fund”).

     (b) The principal business address of Highland Capital, Strand, Dondero, Prospect Portfolio, Prospect Shares, Crusader, Equity Focus and Equity Fund is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240. The principal business address of Legacy and PAMCO is c/o QSPV Limited, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands.

     (c) This Schedule is filed on behalf of Highland Capital, Strand, Dondero, Prospect Portfolio, Prospect Shares, Legacy, Crusader, PAMCO, Equity Focus and Equity Fund. Highland Capital is the general partner of Crusader, Equity Focus and Equity Fund. Pursuant to management agreements between Highland Capital and each of Legacy and PAMCO, Highland Capital exercises all voting and dispositive power with respect to securities held by Legacy and PAMCO. Strand is the general partner of Highland Capital. Dondero is the President and a director of Strand, Prospect Portfolio and Prospect Shares, and a director of the Issuer. The directors and executive officers of Strand, Prospect Portfolio and Prospect Shares are listed on Appendix I hereto.

     The principal business of Highland Capital, a registered investment advisor, is acting as investment advisor to various entities, including Prospect Portfolio, Prospect Shares, Legacy, Crusader, PAMCO, Equity Focus and Equity Fund. The principal business of Strand is serving as the general partner of Highland Capital. The principal business of Dondero is serving as the President of Highland Capital and the President and a director of Strand, Prospect Portfolio and Prospect Shares. The principal business of Prospect Portfolio, Prospect Shares, Crusader, PAMCO, Equity Focus and Equity Fund is purchasing and holding securities for investment purposes. The principal business of each director and executive officer of Strand, Prospect Portfolio and Prospect Shares is set forth on Appendix I hereto.

     (d) and (e) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

     (f) Highland Capital, Strand, Equity Focus and Equity Fund were organized under the laws of the State of Delaware. Crusader was organized under the laws of Bermuda. Prospect Portfolio and Prospect Shares were organized under the laws of the State of Maryland. Legacy and PAMCO were organized under the laws of the Cayman Islands. Mr. Dondero is a citizen on the United States. The citizenship of each director and executive officer of Strand, Prospect Portfolio and Prospect Shares is set forth on Appendix I hereto.

Page 12 of 18

 

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby supplemented as follows:

     On January 27, 2003, a wholly-owned subsidiary of the Issuer closed a $12.5 million term credit agreement (the “Credit Agreement”) with a group of lenders. In connection with the execution of the Credit Agreement, Crusader acquired warrants to purchase 625,000 shares of Common Stock from the Issuer. On March 16, 2004, the Issuer entered into an amendment to the Credit Agreement with the lenders thereto. In connection with the amendment to the Credit Agreement, Crusader acquired warrants to purchase 200,000 shares of Common Stock from the Issuer.

     On April 7, 2004, Crusader acquired 545,455 shares of Common Stock and warrants to purchase approximately 136,364 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $3,000,003 using working capital. On July 1, 2004, Equity Focus acquired 425,000 shares of Common Stock and warrants to purchase 63,750 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $3,642,250 using working capital. On July 1, 2004, Equity Fund acquired 50,000 shares of Common Stock and warrants to purchase 7,500 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $428,500 using working capital.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) As of July 12, 2004, the Reporting Persons may be deemed to beneficially own an aggregate of 4,642,469 shares of Common Stock, representing approximately 15.2% of the shares of Common Stock outstanding as of June 24, 2004 (based on (i) 29,773,997 shares of Common Stock reported as outstanding in the Issuer’s Quarterly Report on Form 10-Q for its quarterly period ended March 31, 2004 plus (ii) 825,000 shares of Common Stock that may be acquired by the Reporting Persons within 60 days of July 12, 2004 upon the exercise of warrants). Of the 4,642,469 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons, Crusader has the right to acquire 825,000 shares of Common Stock within 60 days of July 12, 2004 upon the exercise of warrants.

                                 
(b)   Sole   Shared   Sole   Shared
    Voting   Voting   Dispositive   Dispositive
    Power
   Power
   Power
   Power
Prospect Street High Income Portfolio, Inc.
     1,155,224       0       1,155,224       0  
Prospect Street Income Shares Inc.
     111,940       0       111,940       0  
Highland Legacy, Limited
     223,880       0       223,880       0  
Highland Crusader Offshore Partners, L.P. (1)
     2,452,545       0       2,452,545       0  
PAMCO Cayman, Limited
     223,880       0       223,880       0  
Highland Equity Focus Fund, L.P.
     425,000               425,000          
Highland Equity Fund, L.P.
     50,000               50,000          
Highland Capital Management, L.P. (2)
     4,642,469       0       4,642,469       0  
Strand Advisors, Inc. (2)
     4,642,469       0       4,642,469       0  
James Dondero (2)
     4,642,469       0       4,642,469       0  

(1)   Includes (i) 1,627,545 shares of Common Stock held directly and (ii) 825,000 shares of Common Stock that may be acquired upon exercise of warrants within 60 days of July 12, 2004.
 
(2)   Because of the relationships described herein, Highland Capital, Strand and Dondero may be deemed the indirect beneficial owners of the shares of Common Stock held by Prospect Portfolio, Prospect Shares, Legacy, Crusader, PAMCO, Equity Focus and Equity Fund. Highland Capital, Strand and Dondero expressly disclaim beneficial ownership of such shares of Common Stock.

     (c) Except as otherwise described herein, no transactions in the Common Stock have been effected by the Reporting Persons during the past sixty days.

Page 13 of 18

 

     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 is hereby supplemented as follows:

     In connection with the execution of the Credit Agreement on January 27, 2003, Crusader acquired warrants to purchase 625,000 shares of Common Stock from the Issuer (the “January 2003 Warrants”). The January 2003 Warrants are immediately exercisable, have an exercise price of $1.06 per share and a term of five years. The foregoing is qualified in its entirety by reference to the January 2003 Warrants, a copy of which is attached hereto as Exhibit 2.

     In connection with an amendment to the Credit Agreement on March 16, 2004, Crusader acquired warrants to purchase 200,000 shares of Common Stock from the Issuer (the “March 2004 Warrants”). The March 2004 Warrants are immediately exercisable, have an exercise price of $4.88 per share and a term of five years. The foregoing is qualified in its entirety by reference to the March 2004 Warrants, a copy of which is attached hereto as Exhibit 3.

     On April 7, 2004, Crusader acquired warrants to purchase approximately 136,364 shares of Common Stock from the Issuer (the “April 2004 Warrants”). The April 2004 Warrants have an exercise price of $5.50 per share and will become exercisable if the Issuer does not meet certain registration deadlines set forth in a certain Registration Rights Agreement, dated as of April 7, 2004, by and among the Issuer and the parties thereto (the “April 2004 Registration Agreement”). If the April 2004 Warrants become exercisable, they may be exercised by Crusader at any time until June 30, 2009. The foregoing is qualified in its entirety by reference to the April 2004 Warrants, a copy of which is attached hereto as Exhibit 4, and the April 2004 Registration Agreement, a copy of which is attached hereto as Exhibit 5.

     On July 1, 2004, Equity Focus and Equity Fund acquired warrants to purchase 63,750 and 7,500 shares of Common Stock, respectively, from the Issuer (collectively, the “July 2004 Warrants”). The July 2004 Warrants have an exercise price of $8.57 per share and will become exercisable if the Issuer does not meet certain registration deadlines set forth in a certain Registration Rights Agreement, dated as of June 30, 2004, by and among the Issuer and the parties thereto (the “July 2004 Registration Agreement”). If the July 2004 Warrants become exercisable, they may be exercised by Equity Focus and Equity Fund at any time until June 30, 2009. The foregoing is qualified in its entirety by reference to the July 2004 Warrants, a copy of which is attached hereto as Exhibit 6, and the July 2004 Registration Agreement, a copy of which is attached hereto as Exhibit 7.

Item 7. Material to be Filed as Exhibits.

     Item 7 is hereby amended and restated in its entirety as follows:

     
Exhibit 1
  Joint Filing Agreement, dated as of July 12, 2004, entered into by and among Highland Capital, Strand, James Dondero, Prospect Portfolio, Prospect Shares, Legacy, PAMCO, Crusader, Equity Focus and Equity Fund.
 
    
Exhibit 2
  Form of Warrant to Purchase Shares of Common Stock (Exhibit 10.29 to the Issuer’s Annual Report on Form 10-K filed with the Commission on March 22, 2004 and incorporated by reference herein).
 
    
Exhibit 3
  Common Stock Purchase Warrant (Exhibit 10.34 to the Issuer’s Annual Report on Form 10-K filed with the Commission on March 22, 2004 and incorporated by reference herein).

Page 14 of 18

 

     
Exhibit 4
  Form of Common Stock Purchase Warrant (Exhibit 10.40 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on April 26, 2004 and incorporated by reference herein).
 
    
Exhibit 5
  Registration Rights Agreement, dated April 7, 2004, by and among the Issuer and the parties thereto (Exhibit 10.39 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on April 26, 2004 and incorporated by reference herein).
 
    
Exhibit 6
  Form of Common Stock Purchase Warrant (Exhibit 10.44 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on July 6, 2004 and incorporated by reference herein).
 
    
Exhibit 7
  Registration Rights Agreement, dated June 30, 2004, by and among the Issuer and the parties thereto (Exhibit 10.43 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on July 6, 2004 and incorporated by reference herein).

Page 15 of 18

 

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: July 12, 2004
         
  HIGHLAND CAPITAL MANAGEMENT, L.P.
 		  
  By:   Strand Advisors, Inc., its general partner    
         
     
  By:   /s/ James Dondero    
  Name:   James Dondero 
  Title:   President   
 
         
  STRAND ADVISORS, INC.
 		  
  By:   /s/ James Dondero    
    James Dondero   
    President   
 
         
     
  /s/ James Dondero    
  James Dondero   
     
 
         
  PROSPECT STREET HIGH INCOME PORTFOLIO, INC.
 
  By:   /s/ James Dondero    
  Name:   James Dondero   
  Title:   President   
 
         
  PROSPECT STREET INCOME SHARES INC.
 
  By:   /s/ James Dondero    
  Name:   James Dondero   
  Title:   President   
 
         
  HIGHLAND LEGACY, LIMITED
 
  By:   Highland Capital Management, L.P., its collateral manager    
  By:   Strand Advisors, Inc., its general partner    
 
         
     
  By:   /s/ James Dondero    
  Name:   James Dondero 
  Title:   President   
 
         
  HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
 
  By:   Highland Capital Management, L.P., its general partner  
  By:   Strand Advisors, Inc., its general partner  
         
     
  By:   /s/ James Dondero    
  Name:   James Dondero 
  Title:   President   
 

Page 16 of 18

 

         
  PAMCO CAYMAN, LIMITED
 		  
  By:   Highland Capital Management, L.P., its collateral manager    
  By:   Strand Advisors, Inc., its general partner  
         
     
  By:   /s/ James Dondero    
    Name:   James Dondero   
    Title:   President   
 
         
  HIGHLAND EQUITY FOCUS FUND, L.P.
 		  
  By:   Highland Capital Management, L.P., its general partner  
  By:   Strand Advisors, Inc., its general partner  
 
         
     
  By:   /s/ James Dondero    
    Name:   James Dondero   
    Title:   President   
 
         
  HIGHLAND EQUITY FUND, L.P.
 		  
  By:   Highland Capital Management, L.P., its general partner  
  By:   Strand Advisors, Inc., its general partner    
         
     
  By:   /s/ James Dondero    
       
    Name:   James Dondero   
    Title:   President   

Page 17 of 18

 

APPENDIX I

     The name of each director and officer of Strand, Prospect Portfolio and Prospect Shares is set forth below. The business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240, unless otherwise indicated. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

     
    Present Principal Occupation or Employment
Name
   and Business Address (if applicable)
Strand Advisors, Inc.
    
 
James Dondero, Director
   President
 
Mark Okada
   Executive Vice President
 
Raymond J. Daugherty
   Vice President
 
Todd A. Travers
   Secretary
 
Prospect Street High Income Portfolio, Inc. and Prospect Street Income Shares Inc.
 
James Dondero, Director
   President
 
Mark Okada
   Executive Vice President
 
Raymond J. Daugherty
   Senior Vice President
 
M. Jason Blackburn
   Secretary and Treasurer
 
Timothy Hui, Director
   Director of Learning Resources of the
 
   Pennsylvania Biblical University, 48
 
   Willow Green Drive, Churchville, PA
 
   18966.
 
Scott Kavanaugh, Director
   Director, Executive Vice President and
 
   Treasurer of Commercial Capital, One
 
   Venture, Ste. 300, E. Irvine, CA 92618.
 
James Leary, Director
   Managing Director of Benefit Capital,
 
   2006 Peakwood Drive, Garland, Texas
 
   75044.
 
Bryan Ward, Director
   Special Projects Advisor and Information
 
   Technology Consultant for Accenture, 3625
 
   Rosedale, Dallas, Texas 75205.

Page 18 of 18

 

EXHIBITS

Exhibit 1  Joint Filing Agreement, dated as of July 12, 2004, entered into by and among Highland Capital, Strand, James Dondero, Prospect Portfolio, Prospect Shares, Legacy, PAMCO, Crusader, Equity Focus and Equity Fund.
EX-1 2 d16739a2exv1.htm JOINT FILING AGREEMENT exv1

 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock of Motient Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of July 12, 2004.
         
  HIGHLAND CAPITAL MANAGEMENT, L.P.
 		  
  By:   Strand Advisors, Inc., its general partner    
       
       
 
         
     
  By:   /s/ James Dondero    
  Name:   James Dondero 
  Title:   President   
 
         
  STRAND ADVISORS, INC.
 		  
  By:   /s/ James Dondero    
    James Dondero   
    President   
 
         
     
  /s/ James Dondero    
  James Dondero   
     
 
         
  PROSPECT STREET HIGH INCOME PORTFOLIO, INC.
 
  By:   /s/ James Dondero    
  Name:   James Dondero   
  Title:   President   
 
         
  PROSPECT STREET INCOME SHARES INC.
 
  By:   /s/ James Dondero    
  Name:   James Dondero   
  Title:   President   
 
         
  HIGHLAND LEGACY, LIMITED
 
  By:   Highland Capital Management, L.P., its collateral manager    
  By:   Strand Advisors, Inc., its general partner    
 
         
     
  By:   /s/ James Dondero    
  Name:   James Dondero 
  Title:   President   
 

 

         
  HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
 
  By:   Highland Capital Management, L.P., its general partner  
  By:   Strand Advisors, Inc., its general partner  
       
 
         
     
  By:   /s/ James Dondero    
  Name:   James Dondero 
  Title:   President   
 
         
  PAMCO CAYMAN, LIMITED
 		  
  By:   Highland Capital Management, L.P., its collateral manager    
  By:   Strand Advisors, Inc., its general partner    
       
 
         
     
  By:   /s/ James Dondero    
    Name:   James Dondero   
    Title:   President   
 
         
  HIGHLAND EQUITY FOCUS FUND, L.P.
 		  
  By:   Highland Capital Management, L.P., its general partner  
  By:   Strand Advisors, Inc., its general partner  
 
         
     
  By:   /s/ James Dondero    
    Name:   James Dondero   
    Title:   President   
 
         
  HIGHLAND EQUITY FUND, L.P.
 		  
  By:   Highland Capital Management, L.P., its general partner  
  By:   Strand Advisors, Inc., its general partner    
       
 
         
     
  By:   /s/ James Dondero    
       
    Name:   James Dondero   
    Title:   President   
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