-----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, VoHCiumo+n9dTrIVOskBPKShr2wTaJmh2FNpPfJvTNnC0N14ts25LjA1vJpjdfbb erMR0MRIbXxSlaiOCRiQgA== 0001144204-08-008912.txt : 20080214 0001144204-08-008912.hdr.sgml : 20080214 20080214100040 ACCESSION NUMBER: 0001144204-08-008912 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRESTAR 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 08609124 BUSINESS ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 9TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-483-7806 MAIL ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD, STREET 2: 9TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: MOTIENT CORP DATE OF NAME CHANGE: 20000424 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP DATE OF NAME CHANGE: 19931019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAYWOOD GEORGE WEAVER CENTRAL INDEX KEY: 0001000514 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2126920004 MAIL ADDRESS: STREET 1: CARE OF CRONIN AND VRIS, LLP STREET 2: 380 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 v103594_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 5)* TERRESTAR CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 619908304 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. George W. Haywood - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 1,380,875 (1) SHARES ------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER 920,000 (2) OWNED BY ------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER 1,380,875 (1) REPORTING ------------------------------------------------------- PERSON WITH 8. SHARED DISPOSITIVE POWER 920,000 (2) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,300,875 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.6% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - ------------------ (1) Includes 35,500 shares owned by children and 443,375 shares underlying warrants. (2) Represents shares owned by spouse. Item 1(a). Name of Issuer: Terrestar Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 12010 Sunset Hills Road, 9th Floor, Reston, Virginia 20190 Item 2(a). Name of Person Filing: George W. Haywood Item 2(b). Address of Principal Business Office or, if none, Residence: c/o Moomjian, Waite, Wactlar & Coleman, LLP, 100 Jericho Quadrangle, Suite 225, Jericho, New York 11753 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e) CUSIP Number 619908304 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act. (b) |_| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance company as defined in Section 3(a)(19) of the Act. (d) |_| Investment company registered under Section 8 of the Investment Company Act of 1940. (e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) |_| ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) |_| A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount Beneficially Owned: 2,300,875 (b) Percent of Class: 2.6% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,380,875 (ii) shared power to vote or to direct vote: 920,000 (iii) sole power to dispose or to direct the disposition of: 1,380,875 (iv) shared power to dispose or to direct the disposition of: 920,000 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following |X|. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Included as shares for which there exist sole voting and dispositive power are: (a) 35,500 shares owned by Mr. Haywood's minor children, which children would have the right to the receipt of dividends from, and the proceeds from the sale of, such shares and (b) 443,375 shares underlying warrants. Included as shares for which there exist shared voting and dispositive power are 920,000 shares owned by Mr. Haywood's spouse. Accordingly, Mr. Haywood's spouse would have the sole right to the receipt of dividends from, and proceeds from the sale of, such shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. February 13, 2008 --------------------------- (Date) /s/George W. Haywood --------------------------- (Signature) George W. Haywood --------------------------- (Name and Title) -----END PRIVACY-ENHANCED MESSAGE-----