8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): June 13, 2006

PANAMSAT HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-32456	20-1728720
(Commission File Number)	(IRS Employer Identification No.)

20 Westport Road, Wilton, Connecticut 06897

(Address of Principal Executive Offices) (Zip Code)

(203) 210-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.   Other Events.

On June 13, 2006, PanAmSat Holding Corporation (the “Company”) issued a press release which contained information regarding the quarterly dividend for the second quarter 2006. A copy of the press release relating to such announcement, dated June 13, 2006, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On June 13, 2006, the Company also issued a press release announcing certain amendments to the offer to purchase and consent solicitation for any and all of its outstanding 10-3/8% Senior Discount Notes due 2014. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01.   Financial Statements and Exhibits.

(d)Exhibits

99.1	Press release dated June 13, 2006
99.2	Press release dated June 13, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PANAMSAT HOLDING CORPORATION
	(Registrant)
Date        June 13, 2006	/s/ James W. Cuminale
	(Signature)
	Name: James W. Cuminale Title: Executive Vice President, Corporate Development, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated June 13, 2006
99.2	Press Release dated June 13, 2006

EX-99.1

Exhibit 99.1

PanAmSat Declares Second Quarter 2006 Dividend

WILTON, Conn., June 13, 2006 — PanAmSat Holding Corporation today announced that its board of directors declared a quarterly dividend for the period from April 1, 2006 to June 30, 2006, in the amount of $0.42625 per share, payable on or about June 30, 2006, to stockholders of record as of the close of business on June 23, 2006.

So long as the closing of the pending acquisition of PanAmSat Holding Corporation by Intelsat (Bermuda), Ltd. occurs after the record date for this dividend, this dividend will be paid by PanAmSat regardless of whether or when the acquisition closes. PanAmSat currently expects that the acquisition will close, subject to the satisfaction or waiver of certain conditions, after the record date. Conditions to the closing of the acquisition include, among other things, the receipt of financing by Intelsat and obtaining regulatory approval from the Federal Communications Commission.

Absent the closing of the acquisition, PanAmSat intends to pay regular quarterly dividends pursuant to its dividend policy. However, all subsequent dividends will be declared by the PanAmSat board of directors at its discretion.

About PanAmSat
Through its fleet of 23 satellites, PanAmSat (NYSE: PA) is a leading global provider of video, broadcasting and network distribution and delivery services. It transmits nearly 2,000 television channels worldwide and, as such, is the leading carrier of standard and high-definition signals. In total, the Company’s in-orbit fleet is capable of reaching over 98 percent of the world’s population through cable television systems, broadcast affiliates, direct-to-home operators, Internet service providers and telecommunications companies. In addition, PanAmSat supports the largest concentration of satellite-based business networks in the U.S., as well as specialized communications services in remote areas throughout the world. For more information, visit the Company’s web site at http://www.panamsat.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this press release, the words “may”, “might”, “should”, “would,” “estimate”, “project”, “plan”, “anticipate”, “expect”, “intend”, “outlook”, “believe” and other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from anticipated results due to certain risks and uncertainties, including but not limited to the failure to consummate the proposed merger transaction due to a number of factors, including, but not limited to, the failure to obtain the requisite governmental approvals or the financing to pay the consideration or the failure to satisfy any of the other conditions to consummation of the transaction. Other factors that could cause PanAmSat’s results to differ materially from those described in the forward-looking statements can be found in PanAmSat’s annual and quarterly reports filed with the Securities and Exchange Commission.

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EX-99.2

Exhibit 99.2

PANAMSAT HOLDING CORPORATION ANNOUNCES AMENDMENTS TO ITS TENDER OFFER

WILTON, CT, June 13, 2006 — PanAmSat Holding Corporation (NYSE:PA) (the “Company”) announced today that it is amending its previously announced offer to purchase (the “Offer”) any and all of its outstanding 10 3/8% Senior Discount Notes due 2014 (the “Notes”) and related solicitation for consents (“Consents”) to certain proposed amendments to the Notes and the indenture pursuant to which the Notes were issued (the “Consent Solicitation”). The Offer and Consent Solicitation were commenced on May 30, 2006 and are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 30, 2006 and the related Consent and Letter of Transmittal, as amended by this release (together, the “Offer Documents”).

The Company has extended the deadline for its Consent Solicitation. As amended, the Consent Solicitation will expire at 10:00 a.m. New York City time, on June 14, 2006, unless extended (such date and time, as the same may be extended, the “Consent Date”). Holders who validly tender their Notes and deliver their Consents on or prior to the Consent Date, and do not validly withdraw them prior to the execution of the supplemental indenture for the Notes, will be eligible to receive the Total Consideration (as defined below). Further, the Company has extended the expiration time for the Offer to 12:00 midnight on June 30, 2006, unless extended (such date and time, as the same may be extended, the “Expiration Date”).

Subject to the terms of the Offer Documents, the Company has also increased the Total Consideration. The “Total Consideration” for each $1,000 principal amount at maturity of the Notes tendered on or prior to the Consent Date, and not validly withdrawn prior to the execution of the supplemental indenture for the Notes, pursuant to the Offer shall be $739.19 (which represents 103.5% of the accreted value of the Notes on June 30, 2006). The Total Consideration includes the “Consent Payment,” which shall be $17.86 for each $1,000 principal amount at maturity of the Notes. The “Tender Offer Consideration” for each $1,000 principal amount at maturity of the Notes validly tendered after the Consent Date but on or prior to the Expiration Date (and not validly withdrawn) pursuant to the Offer shall be $721.33 (which represents 101% of the accreted value of the Notes on June 30, 2006).

Except for the amendments described above, all of the terms and conditions of the Offer and Consent Solicitation remain unchanged. As of the close of business at 5:00 p.m. New York City time, on June 12, 2006, approximately $177.5 million in aggregate principal amount at maturity of the Notes had been tendered, representing approximately 42.7% of the outstanding principal amount at maturity of the Notes.

The terms of the Offer and Consent Solicitation, including the conditions to the Company’s obligation to accept the Notes tendered and Consents delivered and to pay the purchase price and the Consent Payments, including the Total Consideration or Tender Offer Consideration, as applicable, are set forth in the Offer Documents. The Company’s obligations in this respect are subject to a number of conditions, including the consummation of the acquisition

of the Company by Intelsat (Bermuda), Ltd., a subsidiary of Intelsat, Ltd., and the availability of sufficient funds to be raised from the offer and sale of newly issued notes.

Deutsche Bank Securities Inc. is the dealer manager for the Offer and the solicitation agent for the Consent Solicitation. Questions or requests for assistance and documentation may be directed to Deutsche Bank Securities Inc, 60 Wall Street, New York, New York 10005, Attn: Alexandra Barth at (212) 250-5655.

This press release does not constitute an offer or solicitation to purchase or a solicitation of consents with respect to the Notes. That offer or solicitation is made only by means of the Offer Documents.

This press release contains forward-looking statements within the meaning of the federal securities laws relating to the Company’s plans to consummate the Offer and Consent Solicitation with respect to the Notes. These statements are based upon the current expectations and beliefs of the Company’s management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company’s control and the risk factors and other cautionary statements discussed in the Company’s filings with the Securities and Exchange Commission.

About PanAmSat

Through its owned and operated fleet of 23 satellites, PanAmSat Holding Corporation (NYSE: PA) is a leading global provider of video, broadcasting and network distribution and delivery services. It transmits nearly 2,000 television channels worldwide and, as such, is the leading carrier of standard and high-definition signals. In total, PanAmSat’s in-orbit fleet is capable of reaching over 98 percent of the world’s population through cable television systems, broadcast affiliates, direct-to-home operators, internet service providers and telecommunications companies. In addition, PanAmSat supports the largest concentration of satellite-based business networks in the U.S., as well as specialized communications services in remote areas throughout the world. For more information, visit the Company’s Web site at www.panamsat.com.

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