-----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, PjV6uC581KPtQ5QfcVzdM6wL5yqB/4hlmGfJ8HAEbbV53VZAN6LNUzwWv3R3enDG 7yrsJVqdZNy3m6W3ZCDlag== 0000950142-99-000909.txt : 19991221 0000950142-99-000909.hdr.sgml : 19991221 ACCESSION NUMBER: 0000950142-99-000909 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991220 GROUP MEMBERS: SINGAPORE TELECOMMUNICATIONS LIMITED GROUP MEMBERS: SINGAPORE TELECOMMUNICATIONS LTD GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MOBILE SATELLITE 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: SEC FILE NUMBER: 005-42503 FILM NUMBER: 99777524 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 BUSINESS PHONE: 7037586000 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGAPORE TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0001005141 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 31 EXETER ROAD STREET 2: # 22-00 COMCENTRE CITY: SINGAPORE 09223 STATE: U0 BUSINESS PHONE: 0116583830 MAIL ADDRESS: STREET 1: 31 EXETER RD STREET 2: # 22-00 CITY: SINGAPORE STATE: U0 SC 13D/A 1 AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* American Mobile Satellite Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 02755R 10 3 ---------------------------------------------------- (CUSIP Number) Ms. Chan Su Shan, Company Secretary, Singapore Telecommunications Limited 31 Exeter Road, Comcentre, Singapore 239732, Republic of Singapore (011) (65) 838-2201 */ - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1999 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). */ With a copy to: Richard S. Elliott, Esq., Paul, Weiss, Rifkind, Wharton & Garrison, 1615 L Street, N.W., Suite 1300, Washington, DC 20036, (202) 223-7324. SCHEDULE 13D CUSIP No. 02755R 10 3 Page 2 of Pages ----------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Singapore Telecommunications Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore 7 SOLE VOTING POWER NUMBER OF 3,057,595 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 0 shares WITH 9 SOLE DISPOSITIVE POWER 3,057,595 shares 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,595 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 02755R 10 3 Page 3 of Pages ----------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Temasek Holdings (Private) Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 3,057,595 shares WITH 9 SOLE DISPOSITIVE POWER 0 shares 10 SHARED DISPOSITIVE POWER 3,057,595 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,595 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON HC 4 AMENDED SCHEDULE 13D 1/ Item 5. Interest in Securities of the Issuer Item 5 is amended and restated in its entirety as follows: (a) Singapore Telecom owns beneficially 3,057,595 shares of Common Stock. Of this amount, 2,229,314 shares of Common Stock are owned of record by Singapore Telecom, and 828,281 shares of Common Stock could be obtained by Singapore Telecom upon exercise in full of the Amended Warrant and Warrant No. 2. As noted in Item 2 above, Singapore Telecom is approximately 80% owned by Temasek. The filing of this Statement should not, however, be construed as an admission that Temasek is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the Common Stock beneficially owned by Singapore Telecom. Based upon the information supplied by the Issuer, the 3,057,595 shares of Common Stock beneficially owned by Singapore Telecom constitute approximately 6.2% of the Common Stock outstanding as of November 30, 1999. 2/ To the best knowledge of the Reporting Persons, none of the persons listed in Schedule I or II beneficially own or have the right to acquire shares of Common Stock. The Reporting Persons may be deemed to comprise a group (within the meaning of Section 13(d)(3) of the Act) with the following entities by virtue of certain agreements described in Item 6 below: (1) Hughes Electronics Corporation ("Hughes Electronics") and Hughes Communications Satellite Services, Inc. ("Hughes" and, together with Hughes Electronics, the "Hughes Entities"), an indirect wholly-owned subsidiary of Hughes Electronics; and (2) Space Technologies Investments, Inc. ("Investments") and the following affiliates of Investments: Transit Communications, Inc. and Satellite Communications Investments Corporation (collectively with Investments, the "AT&T Entities"). 3/ - -------- 1/ Amending the Amended and Restated Schedule 13D dated December 28, 1995. 2/ For the purpose of computing this percentage, the Amended Warrant and Warrant No. 2 were deemed to be exercised in full and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. 3/ Prior to the conversion of the remaining Mtel Convertible Debentures in December 1995, and the resulting transfer of the 760,869 shares of Common Stock from Mtel L.P. to Singapore Telecom, the following entities might also have been deemed to be part of such group: Mtel L.P., Mtel Space Technologies Corporation ("Mtel Corp.") (Mtel L.P.'s general partner), and Mtel Technologies, Inc. ("Mtel Corp. Affiliate") (Mtel L.P.'s limited partner) (collectively, the "Mtel Group"). 5 The Reporting Persons expressly disclaim beneficial ownership of shares of Common Stock beneficially owned by the Hughes Entities and the AT&T Entities, and the filing of this statement by the Reporting Persons shall not be construed as an admission by the Reporting Persons that either of them is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the shares of Common Stock held by the Hughes Entities or the AT&T Entities. Based upon information supplied by the Issuer, the Reporting Persons believe that the Hughes Entities and the AT&T Entities beneficially own the number of shares of Common Stock set forth in the table below as of November 30, 1999, constituting in each case that percentage of the outstanding Common Stock set forth in the table: Name of Beneficial Owner Number of Shares Percentage - ------------------------ ---------------- ---------- Hughes Communications Satellite Services, Inc. 4/ 6,692,108 -- Hughes Electronics Corporation 5/ 4,969,688 -- --------- --- Hughes Entities as a Group 11,661,796 21.8 6/ - -------------------------------------------------------------------------------- Space Technologies Investments, Inc. 1,206,192 -- Transit Communications, Inc. 681,818 -- Satellite Communications Investments Corporation 1,113,135 -- --------- --- AT&T Entities as a Group 3,001,145 6.2 - -------- 4/ Includes 25,486 shares of Common Stock issuable to Hughes upon the exercise of certain warrants previously issued by the Issuer. These warrants are exercisable through January 19, 2001 at an exercise price of $.01 per share. 5/ Consists of 4,205,121 shares of Common Stock issuable upon the exercise of a warrant that Hughes Electronics received as part of the consideration for a guaranty that it provided in connection with long-term bank financing for the Issuer's subsidiary, and 764,567 shares of Common Stock issuable upon the exercise of another warrant that Hughes Electronics received as part of the consideration for a guaranty that it provided in connection with the restructuring of the long-term financing. Each warrant is exercisable through March 31, 2005 at an exercise price of $7.3571 per share. 6/ For the purpose of computing this percentage, warrants held by the Hughes Entities were deemed to be exercised in full and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. 6 (b) Singapore Telecom has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, the shares of Common Stock beneficially owned by it, subject to the effect of the agreements referred to in Item 6. As noted in Item 2 above, Singapore Telecom is approximately 80% owned by Temasek. The filing of this statement should not, however, be construed as an admission that Temasek is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the Common Stock beneficially owned by Singapore Telecom. (c) Since the Reporting Person's most recent Schedule 13D amendment was filed, Singapore Telecom has engaged in certain open market sales of Common Stock, which, in the aggregate, amount to over 1% of the shares of Common Stock outstanding as of November 30, 1999 (based on information supplied by the Issuer). Those sales were as follows: Date of Transaction Number of Shares Average Price Per Share - ------------------- ---------------- ----------------------- 11/22/99 19,000 $19.28 11/23/99 17,600 $18.61 11/29/99 5,000 $18.00 12/02/99 82,500 $15.41 12/03/99 65,000 $15.07 12/06/99 10,000 $14.19 12/08/99 250,000 $14.00 12/09/99 311,769 $16.06 The Reporting Persons are not aware of any transactions in shares of Common Stock that were effectuated during the past 60 days by the Hughes Entities or the AT&T Entities, or by any of the persons listed in Schedule I or II. (d) The Reporting Persons do not know of any other person having 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 beneficially owned by the Reporting Persons. (e) Not applicable. Item 7. Material to be Filed as Exhibits Exhibit I in Item 7 is amended as follows: Exhibit I -- Joint Filing Agreement dated December 20, 1999 7 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SINGAPORE TELECOMMUNICATIONS LIMITED By: /s/ Hoh Wing Chee ----------------- Name: Hoh Wing Chee Title: VP (International Network) Dated: December 20, 1999 TEMASEK HOLDINGS (PRIVATE) LIMITED By: /s/ Ong Wen Wendy ----------------- Name: Ong Wen Wendy (Ms.) Title: Vice President/ Company Secretary Dated: December 20, 1999 8 EXHIBIT INDEX Exhibit I in the Exhibit Index is amended as follows: Exhibit I Joint Filing Agreement dated December 20, 1999 EX-1 2 EXHIBIT I EXHIBIT I JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D dated December 20, 1999 with respect to the Common Stock, par value $.01 per share, of American Mobile Satellite Corporation, a Delaware corporation. This Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby executes this Agreement this 20th day of December 1999. SINGAPORE TELECOMMUNICATIONS LIMITED By: /s/ Hoh Wing Chee ----------------- Name: Hoh Wing Chee Title: VP (International Network) TEMASEK HOLDINGS (PRIVATE) LIMITED By: /s/ Ong Wen Wendy ----------------- Name: Ong Wen Wendy (Ms.) Title: Vice President/ Company Secretary -----END PRIVACY-ENHANCED MESSAGE-----