-----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, BjAYXpiZbgq65UJIMUvzkzbcH+Lmv7kO3oMIqYjw7snM+GqKsu90neypgRuE0sLf v50k7sYkWGaf+Etmbv0phA== 0000950150-98-001913.txt : 19981222 0000950150-98-001913.hdr.sgml : 19981222 ACCESSION NUMBER: 0000950150-98-001913 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981221 GROUP MEMBERS: GENERAL MOTORS CORPORATION GROUP MEMBERS: HUGHES COMMUNICATIONS SATELLITE SERVICES INC GROUP MEMBERS: HUGHES COMMUNICATIONS, INC. GROUP MEMBERS: HUGHES ELECTRONICS CORPORATIONS 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: 98773091 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: HUGHES COMMUNICATIONS SATELLITE SERVICES INC CENTRAL INDEX KEY: 0000935464 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1500 HUGHES WAY CITY: LONG BEACH STATE: CA ZIP: 90810 BUSINESS PHONE: 3105255158 MAIL ADDRESS: STREET 1: 1500 HUGHES WAY CITY: LONG BEACH STATE: CA ZIP: 90810 SC 13D/A 1 AMENDMENT NO. 7 TO SCHEDULE 13D 1 OMB APPROVAL OMB Number 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 07 )* AMERICAN MOBILE SATELLITE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $ .01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 02755R 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Scott B. Tollefsen Hughes Communications Satellite Services, Inc. 1500 Hughes Way, Long Beach, CA 90810 (310) 525-5150 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 1998 (Annual Update) - -------------------------------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). (continued on following pages) (Page 1 of __ Pages) 2 SCHEDULE 13D CUSIP No. 02755R 10 3 Page of Pages --------------------- -------- -------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Hughes Communications Satellite Services, Inc. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS* N/A --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization CA --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 6,691,622 Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -------------------------------------------------------- (10) Shared Dispositive Power 6,691,622 -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,691,622 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [X] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.8% --------------------------------------------------------------------- (14) Type of Reporting Person* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 CUSIP No. 02755R 10 3 SCHEDULE 13D Page of Pages --------------------- -------- -------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Hughes Communications, Inc. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ x ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS* N/A --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization CA --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 6,691,622 Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -------------------------------------------------------- (10) Shared Dispositive Power 6,691,622 -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,691,622 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ x ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.8% --------------------------------------------------------------------- (14) Type of Reporting Person* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 CUSIP No. 02755R 10 3 SCHEDULE 13D Page of Pages --------------------- -------- -------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Hughes Electronics Corporation --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ x ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS* N/A --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization DE --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 11,566,622 Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -------------------------------------------------------- (10) Shared Dispositive Power 11,566,622 -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,566,622 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 31.2% --------------------------------------------------------------------- (14) Type of Reporting Person* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 CUSIP No. 02755R 10 3 SCHEDULE 13D Page of Pages --------------------- -------- -------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person General Motors Corporation --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS* N/A --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization DE --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 11,566,622 Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -------------------------------------------------------- (10) Shared Dispositive Power 11,566,622 -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,566,622 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 31.2% --------------------------------------------------------------------- (14) Type of Reporting Person* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 Item 1. Security and Issuer This constitutes Amendment No. 7 to the Schedule 13D (the "Statement") filed with the Securities and Exchange Commission (the "Commission") by Hughes Communications Satellite Services, Inc. ("HCSS"), Hughes Communications, Inc. ("HCI"), Hughes Electronics Corporation ("HE") and General Motors Corporation ("GM") (collectively, the "Reporting Persons"), with respect to the Common Stock, $.01 par value (the "Common Stock"), of American Mobile Satellite Corporation, a Delaware corporation (the "Issuer"). The percentage of Common Stock reported in this Amendment as being beneficially owned by the Reporting Persons is based upon the number of outstanding shares of Common Stock on October 31, 1998 as identified in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 1998 and after giving effect to the number of shares of Common Stock beneficially owned by the Reporting Persons. Item 2. Identity and Background Schedules I and II of the Statement are hereby amended in their entirety by Schedules I and II attached hereto in order to update certain information contained therein with respect to the executive officers and directors of HCSS and GM, respectively. Schedule A is hereby amended in its entirety by Schedule A attached hereto in order to update certain information contained therein with respect to the executive officers and directors of HE. During the last five (5) years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons named in Item 2 to the Statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five (5) years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons named in Item 2 to the Statement was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 6 7 Item 5. Interest in Securities of the Issuer. The following information is added to Items 5(a) and 5(c) of the Statement: (a) Reporting Persons' interest in the Common Stock of the Issuer has been diluted as a result of the issuance of shares of Common Stock by the Issuer to Motorola, Inc. ("Motorola") in connection with the consummation of the transaction between the Issuer and Motorola for the acquisition of ARDIS Company, including resolution of post-closing adjustments. This dilution is reflected in the percentage of Common Stock reported in this Amendment as being beneficially owned by the Reporting Persons. The number of shares of Common Stock beneficially owned by Reporting Persons has not changed. (c) To the best of the knowledge of the Reporting Persons, there have not been any transactions in the Common Stock of the Issuer effected by or for the account of any executive officer or director of the Reporting Persons during the past sixty days. The Reporting Persons understand that as of the date of this Amendment, certain executive officers and directors of Reporting Persons own an aggregate of approximately 3,000 shares of Common Stock of the Issuer. There is no agreement, arrangement or understanding between such persons and the Reporting Persons with respect to any securities of the Issuer. To the best of the knowledge of Reporting Persons, all such shares were purchased in connection with the Initial Public Offering by the Issuer and in subsequent open market transactions, utilizing personal savings of the buyers. Reporting Persons specifically disclaim and have no beneficial interest in such shares. 7 8 Signature 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. Dated: December 21, 1998 HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. By: /s/ SCOTT B. TOLLEFSEN ------------------------------------- Name: Scott B. Tollefsen Title: Senior Vice President, General Counsel & Secretary HUGHES COMMUNICATIONS, INC. By: /s/ SCOTT B. TOLLEFSEN ------------------------------------- Name: Scott B. Tollefsen Title: Senior Vice President, General Counsel & Secretary HUGHES ELECTRONICS CORPORATION By: /s/ MICHAEL J. GAINES ------------------------------------- Name: Michael J. Gaines Title: Controller GENERAL MOTORS CORPORATION By: /s/ MARTIN I. DARVICK ------------------------------------- Name: Martin I. Darvick Title: Assistant Secretary 8 9 SCHEDULE I HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. ("HCSS") EXECUTIVE OFFICERS AND DIRECTORS To the best of the knowledge of Reporting Persons, each of the directors and executive officers listed below is a United States citizen. Unless otherwise specified, the business address of each person listed below is 1500 Hughes Way, Long Beach, California 90810.
Principal Occupation or Name and Address Position with HCSS Employment - ---------------- ------------------ ----------------------- G. J. Beatson Chief Financial Officer Chief Financial Officer of HCSS and HCI M. T. Fitch Vice President Vice President of HCSS E. J. Fitzpatrick Vice President Vice President of HCSS J. Sarraf Vice President Vice President of HCSS D. P. Sullivan Vice President Vice President of HCSS F. A. Taormina President President of HCSS and HCI S. B. Tollefsen Senior Vice President, General Counsel Senior Vice President, General Counsel and Secretary and Secretary of HCSS and HCI
9 10 SCHEDULE II GENERAL MOTORS CORPORATION ("GM") EXECUTIVE OFFICERS AND DIRECTORS To the best of the knowledge of Reporting Persons, each of the executive officers and directors listed below is a United States citizen, with the exception of Percy Barnevik, a director of GM, who is a citizen of Sweden, and Eckhard Pfeiffer, a director of GM, who is a citizen of Germany. John G. Smale, a director of GM, was born in Listowel, Ontario, Canada and is a naturalized United States citizen. Dennis Weatherstone, a director of GM, was born in London, England, and is a citizen of both the United States and Great Britain. Mr. Smale and Mr. Weatherstone are not aliens, therefore, disclosure is not required. In exercising an abundance of caution, their birth places and citizenship are provided. Unless otherwise specified, the business address of each person listed below is 100 Renaissance Center, Detroit, Michigan 48243.
Principal Occupation or Name and Address Position with GM Employment - ---------------- ---------------- ----------------------- Percy Barnevik Director Chairman, ABB Asea Brown Boveri, Ltd. ABB Asea Brown Boveri Ltd. Affolternstrasse 44 Box 8131 CH-8050 Zurich Switzerland J. T. Battenberg III Executive Vice President and GM Executive Vice President and General Motors Corp. President of Delphi Automotive President of Delphi Automotive 5725 Delphi Drive Systems Systems Troy, MI 48098-2815 John H. Bryan Director Chairman and Chief Executive Sara Lee Corporation Officer, Sara Lee Corporation 3 First National Plaza 46th Floor Chicago, IL 60602 Thomas E. Everhart Director President Emeritus, California Institute of Technology
10 11 Charles T. Fisher, III Director Retired Chairman and President, NBD Bankcorp, Inc. George M.C. Fisher Director Chairman and Chief Executive Eastman Kodak Company Officer, Eastman Kodak Company 343 State Street Rochester, NY 14650 Thomas A. Gottschalk Senior Vice President and GM Senior Vice President and General General Motors Corp. General Counsel Counsel 3031 W. Grand Boulevard Detroit, MI 48202 Donald E. Hackworth Senior Vice President, North GM Senior Vice President, North America Car Group America Car Group Louis R. Hughes Executive Vice President of New GM Executive Vice President of New Business Strategies Business Strategies J. Michael Losh Executive Vice President and GM Executive Vice President and Chief Financial Officer Chief Financial Officer Karen Katen Director Executive Vice President, Pfizer Pfizer Pharmaceuticals Group Pharmaceuticals; President, US Pfizer, Inc. Pharmaceuticals 235 East 42nd Street New York, NY 10017-5755 J. Willard Marriott, Jr. Director Chairman and Chief Executive Marriott International Inc. Officer, Marriott International Inc. One Marriott Drive Washington, DC 20058 Ann D. McLaughlin Director Chairman, The Aspen Institute; The Aspen Institute President, Federal City Council 1333 New Hampshire Ave. NW Suite 1070 Washington, DC 20036 Harry J. Pearce Vice Chairman and Director GM Vice Chairman and Director
11 12 Eckhard Pfeiffer Director President and Chief Executive Compaq Computer Corp. Officer, Compaq Computer Corporation 20555 S.H. 249 Houston, TX 77070 John G. Smale Director Chairman, GM Executive Committee; The Proctor & Gamble Company Retired Chairman, The Proctor & P.O. Box 599 Gamble Company Cincinnati, Ohio 45201 John F. Smith, Jr. Chairman of the Board and Chief GM Chairman of the Board and Chief Executive Officer Executive Officer Louis W. Sullivan, M.D. Director President, Morehouse School of Morehouse School of Medicine Medicine 720 Westview Drive S.W. Atlanta, GA 30310 G. Richard Wagoner, Jr. President and Chief Operating GM President and Chief Operating Officer and Director Officer Dennis Weatherstone Director Retired Chairman and current J.P. Morgan & Co. Inc. director, J.P. Morgan & Co., Inc. 60 Wall Street, 21st Fl. New York, NY 10260 Ronald L. Zarrella Executive Vice President and GM Executive Vice President and President of GM North America President of GM North America
12 13 SCHEDULE A HUGHES ELECTRONICS CORPORATION ("HE") EXECUTIVE OFFICERS AND DIRECTORS To the best of the knowledge of Reporting Persons, each of the executive officers and directors listed below is a United States citizen, with the exception of Eckhard Pfeiffer, a director of HE, who is a citizen of Germany. John G. Smale, a director of HE, was born in Listowel, Ontario, Canada and is a naturalized United States citizen. Mr. Smale is not an alien, therefore, disclosure is not required. In exercising an abundance of caution, his birth place and citizenship are provided. Unless otherwise specified, the business address of each person listed below is 200 N. Sepulveda Boulevard, El Segundo, California 90245.
Name and Address Position with HE Principal Occupation or Employment - ---------------- ---------------- ---------------------------------- Roxanne S. Austin Senior Vice President and Chief HE Senior Vice President and Chief Financial Officer Financial Officer Steven D. Dorfman Vice Chairman and Director HE Vice Chairman and Director Thomas E. Everhart Director President Emeritus, California General Motors Corp. Institute of Technology; GM Director 100 Renaissance Cntr. Detroit, MI 48243 Michael J. Gaines Controller HE Controller Sandra A. Harrison Senior Vice President HE Senior Vice President Eddy W. Hartenstein Vice President HE Vice President Larry D. Hunter Vice President HE Vice President Pradman P. Kaul Vice President HE Vice President
13 14 J. Michael Losh Director GM Executive Vice President and General Motors Corp. Chief Financial Officer 100 Renaissance Center Detroit, MI 48243 Mark A. McEachen Vice President and Treasurer HE Vice President and Treasurer Charles H. Noski President, Chief Operating President and Chief Operating Officer and Director Officer of HE Harry J. Pearce Director GM Vice Chairman and Director General Motors Corp. 100 Renaissance Center Detroit, MI 48243 Eckhard Pfeiffer Director President and Chief Executive Compaq Computer Corp. Officer, Compaq Computer Corp.; GM 20555 S.H. 249 Director Houston, TX 77070 Jack A. Shaw Senior Vice President HE Senior Vice President Hughes Network Systems 11717 Exploration Ln. Germantown, MD 20876 Roderick M. Sherwood, III Vice President HE Vice President John G. Smale Director Chairman, GM Executive Committee; The Proctor & Gamble Company Retired Chairman, The Proctor & P.O. Box 599 Gamble Company; GM Director Cincinnati, Ohio 45201 Michael T. Smith Chairman of the Board, Chief Chairman of the Board, Chief Executive Officer and Director Executive Officer and Director of HE John F. Smith, Jr. Director Chairman, Chief Executive Officer, General Motors Corp. President and Director of GM 100 Renaissance Cntr. Detroit, MI 48243 Marcy J.K. Tiffany Vice President and General HE Vice President and General Counsel Counsel Jan L. Williamson Secretary HE Secretary
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