-----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, Duhw2+FgJ4pNieeIIo7HzsE0gaE4icOg4cfM4XgMPUMLaC1AJ5OJETEfeBs8Gaqz oylL7e008/ElSCONA19G5w== 0000950134-05-022819.txt : 20051208 0000950134-05-022819.hdr.sgml : 20051208 20051208172545 ACCESSION NUMBER: 0000950134-05-022819 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 GROUP MEMBERS: HIGHLAND CAPITAL MANAGEMENT SERVICES INC GROUP MEMBERS: HIGHLAND CRUSADER OFFSHORE PARTNERS LP GROUP MEMBERS: HIGHLAND EQUITY FOCUS FUND LP GROUP MEMBERS: HIGHLAND LEGACY LIMITED GROUP MEMBERS: HIGHLAND SELECT EQUITY FUND LP 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: 051253479 BUSINESS ADDRESS: STREET 1: 300 KNIGHTSBRIDGE, PKY. CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 8474784200 MAIL ADDRESS: STREET 1: 300 KNIGHTSBRIDGE, PKY. CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 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 d31130sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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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. 12)*

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 Person
Authorized to Receive Notices and Communications)

December 8, 2005
(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), 240.13d-1(f) or 240.13d-1(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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 619908304 Page 2 of 16
  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) þ  
    (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:
1,155,224
  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):
1.7%
  14.Type of Reporting Person (See Instructions):
CO/IV

2

 

             
CUSIP No. 619908304 Page 3 of 16
  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) þ  
    (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:
111,940
  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):
0.2%
  14.Type of Reporting Person (See Instructions):
CO/IV

3

 

             
CUSIP No. 619908304 Page 4 of 16
  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) þ  
    (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:
223,880
  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):
0.3%
  14.Type of Reporting Person (See Instructions):
OO

4

 

             
CUSIP No. 619908304 Page 5 of 16
  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) þ  
    (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:
5,352,497
8. Shared Voting Power:
0
9. Sole Dispositive Power:
5,352,497
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,352,497
  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):
8.1%
  14.Type of Reporting Person (See Instructions):
PN

5

 

             
CUSIP No. 619908304 Page 6 of 16
  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) þ  
    (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:
223,880
  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):
0.3%
  14.Type of Reporting Person (See Instructions):
OO

6

 

             
CUSIP No. 619908304 Page 7 of 16
  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) þ  
    (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:
1,518,779
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,518,779
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,518,779
  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):
2.3%
  14.Type of Reporting Person (See Instructions):
PN

7

 

             
CUSIP No. 619908304 Page 8 of 16
  1. Name of Reporting Person:
Highland Select 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) þ  
    (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:
119,283
8. Shared Voting Power:
0
9. Sole Dispositive Power:
119,283
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
119,283
  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):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

8

 

             
CUSIP No. 619908304 Page 9 of 16
  1. Name of Reporting Person:
Highland Capital Management Services, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) þ  
    (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:
182,748
8. Shared Voting Power:
0
9. Sole Dispositive Power:
182,748
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
182,748
  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):
0.3%
  14.Type of Reporting Person (See Instructions):
CO

9

 

             
CUSIP No. 619908304 Page 10 of 16
  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) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF/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:
8,822,764
8. Shared Voting Power:
0
9. Sole Dispositive Power:
8,822,764
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
8,822,764
  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):
13.3%
  14.Type of Reporting Person (See Instructions):
IA/PN

10

 

             
CUSIP No. 619908304 Page 11 of 16
  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) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  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:
8,822,764
8. Shared Voting Power:
0
9. Sole Dispositive Power:
8,822,764
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
8,822,764
  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):
13.3%
  14.Type of Reporting Person (See Instructions):
CO

11

 

             
CUSIP No. 619908304 Page 12 of 16
  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) þ  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF/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:
9,024,326
8. Shared Voting Power:
0
9. Sole Dispositive Power:
9,024,326
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
9,024,326
  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):
13.6%
  14.Type of Reporting Person (See Instructions):
IN

12

 

Page 13 of 16
     This Amendment No. 12 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 Schedule 13D filed with the Commission on October 20, 2003, Amendment No. 2 to Schedule 13D filed with the Commission on July 12, 2004, Amendment No. 3 to Schedule 13D filed with the Commission on November 16, 2004, Amendment No. 4 to Schedule 13D filed with the Commission on April 19, 2005, Amendment No. 5 to Schedule 13D filed with the Commission on September 7, 2005, Amendment No. 6 to Schedule 13D filed with the Commission on September 29, 2005, Amendment No. 7 to Schedule 13D filed with the Commission on October 11, 2005, Amendment No. 8 to Schedule 13D filed with the Commission on October 14, 2005, Amendment No. 9 to Schedule 13D filed with the Commission on October 21, 2005, Amendment No. 10 to Schedule 13D filed with the Commission on October 27, 2005, and Amendment No. 11 to Schedule 13D filed with the Commission on November 17, 2005 (as amended, the “Schedule 13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item 4. Purpose of the Transaction.
     Item 4 is hereby supplemented as follows:
     By letter dated December 8, 2005, Mr. James D. Dondero, a member of the Board of Directors (the “Board”) of Motient Corporation (the “Company”), whose principal business is serving as the President of the General Partner of Highland Capital Management, L.P., posed certain questions to the Audit Committee of the Board (the “Committee”) with respect to concerns Mr. Dondero has previously expressed to the Board, the independence of the Committee’s counsel and the circumstances surrounding certain other transactions. A copy of the letter from Mr. Dondero is attached hereto as Exhibit 99.7.
     In response to the foregoing actions, among others, the Reporting Persons are considering various plans or proposals which relate to or could result in the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D. Such plans or proposals could include acquisitions of additional shares in the open market or otherwise and potentially seeking possible changes in the present Board and management of the Company. In the interim and prior to formulating any definitive plan or proposal, the Reporting Persons may communicate with other stockholders regarding their concerns about the actions taken by the Company and its management.
Item 7. Material to be Filed as Exhibits.
     Item 7 is hereby amended and supplemented as follows:
     Exhibit 99.7   Letter of James D. Dondero to the Audit Committee of the Board of Directors of Motient Corporation, dated December 8, 2005.

 

Page 14 of 16

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: December 8, 2005
             
    HIGHLAND CAPITAL MANAGEMENT, L.P.
 
            
    By:   Strand Advisors, Inc., its general partner
 
            
 
      By:   /s/ James Dondero
 
           
 
      Name:
Title: 		  James Dondero
President
 
            
    STRAND ADVISORS, INC.
 
            
    By:   /s/ James Dondero
         
    Name:   James Dondero
    Title:   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:
Title: 		  James Dondero
President

 

Page 15 of 16

             
    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:
Title: 		  James Dondero
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:
Title: 		  James Dondero
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:
Title: 		  James Dondero
President
 
            
    HIGHLAND SELECT 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:
Title: 		  James Dondero
President
 
            
    HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.
 
            
    By:   /s/ James Dondero
         
    Name:   James Dondero
    Title:   President

 

Page 16 of 16

APPENDIX I
     The name of each director and officer of HCM Services, Strand, Prospect Portfolio and Prospect Shares is set forth below. Unless otherwise indicated, the business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240. 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)
Highland Capital Management Services, Inc.
    
James D. Dondero, Director
  President
Mark K. Okada, Director
  Executive Vice President
Patrick H. Daugherty
  Secretary
Todd A. Travers
  Assistant Secretary
J. Kevin Ciavarra
  Assistant Secretary
David Lancelot
  Treasurer
Chad Schramek
  Treasurer
 
    
Strand Advisors, Inc.
    
James D. Dondero, Director
  President
Mark K. Okada
  Executive Vice President
R. Joseph Daugherty
  Vice President
Todd A. Travers
  Secretary
J. Kevin Ciavarra
  Assistant Secretary
Chad Schramek
  Treasurer
 
    
Prospect Street High Income Portfolio, Inc. and Prospect Street Income Shares Inc.
James D. Dondero, Director
  President
Mark K. Okada
  Executive Vice President
R. Joseph Daugherty, Director
  Senior Vice President
M. Jason Blackburn
  Secretary and Treasurer
Michael S. Minces
  Chief Compliance Officer
Timothy K. Hui, Director
  Associate Provost for Graduate Education of the Pennsylvania Biblical University, 48 Willow Green Drive, Churchville, Pennsylvania 18966
Scott F. Kavanaugh, Director
  Private investments
James F. Leary, Director
  Managing Director of Benefit Capital Southwest, Inc., 2006 Peakwood Drive, Garland, Texas 75044
Bryan A. Ward, Director
  Senior Manager of Accenture, LLP, 3625 Rosedale, Dallas, Texas 75205

 

EX-99.7 2 d31130exv99w7.htm LETTER OF JAMES D. DONDERO TO THE AUDIT COMMITTEE exv99w7
 

EXHIBIT 99.7
JAMES D. DONDERO
1300 Two Galleria Tower
13455 Noel Road, LB 45
Dallas, Texas 75240
December 8, 2005
Via Certified Mail
The Audit Committee of the Board of Directors
Motient Corporation
300 Knightsbridge Pkwy.
Lincolnshire, Illinois 60069
Ladies and Gentlemen:
Weeks have passed and the mismanagement at Motient Corporation (“Motient” or the “Company”) persists. In spite of my attempts to elicit explanations regarding actions taken by our Company and its past dealings, inquiries that I believe to be in all stockholders’ interests, a mountain of information continues to be withheld from me as a Director as well as the stockholders and the public. When will my questions be answered? When will the requested information be provided? The Singers and others involved in management have apparently concluded that the best strategy is to keep their lips sealed until forced to do otherwise. Based on its inaction to date, it appears that our Audit Committee has decided to follow suit.
I believe that it is the duty of the Audit Committee to investigate fully and diligently the questions that I have raised with Motient’s Board of Directors in our past discussions and in my past letters to the Board. In your November 21 letter to me and in other correspondence, the Audit Committee summarily dismisses my allegations as being “completely baseless.” I find it interesting that the Audit Committee is willing to make this conclusory statement publicly although, to date, the committee has not informed me of any of the findings or bases for its conclusions, nor produced any final report of its investigation-only a press release. A committee charged with conducting an internal investigation should use its best efforts to investigate and uncover all pertinent information, to run down all leads and to interview all interested persons. In this case, to do anything less simply promotes the continuation of what I believe is a long-standing pattern of self-dealing.
I also continue to question the independence of the Audit Committee’s counsel throughout this process. The Audit Committee retained the firm of Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP as its “independent counsel” to assist it in its review of the concerns that I raised this past summer. At that time, we noted that Barack Ferrazzano’s past representation of Motient (in six separate matters) tainted its independence. However, we recently were amazed to learn that Heather Macklin, apparently the wife of

 

 

The Audit Committee of the Board of Directors
December 8, 2005
Page 2
Motient’s general counsel Rob Macklin, practices law at Barack Ferrazzano and has done so for several years. What a coincidence! Did the Audit Committee knowingly hire the general counsel’s wife’s law firm to conduct an independent investigation? Was this conflict orchestrated by management and/or the Audit Committee in order to control or influence the investigation relating to my allegations concerning the Company’s past actions and the other Board members? Who should be held accountable for what appears to be a blatant misrepresentation that is contrary to the stockholders’ interests? The apparent disregard of the need for independent advice suggests that either management should be restructured or the Audit Committee should be reconstituted. In light of the prior legal work by Barack Ferrazano for Motient, and the apparent personal relationship between one of its lawyers and Motient’s general counsel, how can the Audit Committee continue to maintain that it retained “independent counsel”? The investigation appears to be tainted and should be reinstituted immediately.
Your November 21 letter to me also notes that “Motient has had an ongoing relationship with Deutschebank since January 2005” and that “Deutschebank is currently working with Motient on various matters, including its acquisition of the remaining outstanding interests of Mobile Satellite Ventures (MSV) and Terrestar.” I am interested to learn more about the role of “Deutschebank” in these matters and, in particular, whether Motient intends to retain Deutschebank to render an “independent” opinion as to the fairness of the proposed MSV/Terrestar transaction from a financial point of view. If so, please disclose to me and to the public (i) what fees have been paid, directly or indirectly, by Motient to Deutschebank since January 2005, and (ii) what services have been performed by Deutschebank to date in consideration of these fees. For example, I understand that Deutschebank received a substantial placement fee in connection with its services relating to Motient’s April 2005 private placement of preferred shares. It is noteworthy, however, that Deutschebank had a very minor role in that private placement, as most shares were placed to existing stockholders. Given this history, it would seem that Deutschebank may have received some unexplained windfalls from the Company in the past and may have issues of its own concerning its independence in these matters.
Finally, I note that Christopher Downie, Motient’s Executive Vice President and Chief Operating Officer, was apparently granted 125,000 shares of the Company’s Common Stock, par value $0.01 per share, on November 21. Mr. Downie filed a Form 4 with the Securities and Exchange Commission stating that the acquisition of shares was “subject to vesting upon the consummation of certain strategic events.” Since I have been excluded from most of the Board discussions, I do not know the circumstances surrounding this issuance. What are the “strategic events” that will result in the vesting of this large block of shares? Was this arrangement approved by the Company’s Compensation Committee? Is this compensation arrangement consistent with past disclosures by the Company?
As a director, I have a right to know the answers to these questions. I look forward to your response.
Sincerely,
/s/ James D. Dondero
James D. Dondero

 

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