<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 17, 1999
(December 3, 1999)
ECHOSTAR COMMUNICATIONS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 0-26176 88-0336997
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
5701 S. SANTA FE DRIVE, LITTLETON, COLORADO 80120
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
Registrant's telephone number, including area code: (303) 723-1000
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
<PAGE> 2
ITEM 5. OTHER EVENTS
EchoStar Communications Corporation ("EchoStar") announced on December
3, 1999, that it increased its offering of Convertible Subordinated Notes to
$750 million. The notes will bear interest at an annual rate of 4 7/8% and will
be due January 1, 2007. The notes are convertible into shares of EchoStar Class
A Common Stock at a conversion price of $90.88 per share. The notes have not
been registered under the Securities Act of 1933 and are being offered pursuant
to Rule 144A thereunder.
EchoStar announced on December 6, 1999, that the initial purchasers in
its previously announced $750 million Convertible Subordinated Notes offering
have exercised their over-allotment option to purchase an additional $250
million of Convertible Subordinated Notes. The notes have not been registered
under the Securities Act of 1933 and are being offered pursuant to Rule 144A
thereunder.
ITEM 7. EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.1 Press Release, dated December 3, 1999, issued by EchoStar
announcing an increase in its Convertible Notes offering to
$750 million.
99.2 Press Release, dated December 6, 1999, issued by EchoStar
announcing an additional $250 million in its convertible notes
offering.
</TABLE>
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.
ECHOSTAR COMMUNICATIONS CORPORATION
Date: December 16, 1999
By /s/ David K. Moskowitz
-----------------------------------
David K. Moskowitz, Secretary, Vice
President and General Counsel
-2-
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.1 Press Release, dated December 3, 1999, issued by EchoStar
announcing an increase in its Convertible Notes offering to
$750 million.
99.2 Press Release, dated December 6, 1999, issued by EchoStar
announcing an additional $250 million in its convertible notes
offering.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
ECHOSTAR COMMUNICATIONS CORPORATION ANNOUNCES AN INCREASE IN ITS CONVERTIBLE
NOTES OFFERING TO $750 MILLION
December 3, 1999 09:02 AM Eastern Time
LITTLETON, Colo.--(BUSINESS WIRE)--Dec. 3, 1999--EchoStar Communications
Corporation DISH today announced that it increased its offering of Convertible
Subordinated Notes to $750 million. The notes will bear interest at an annual
rate of 4 7/8% and will be due January 1, 2007. The notes are convertible into
shares of EchoStar Class A Common Stock at a conversion price of $90.88 per
share. The net proceeds of the offering are expected to be used to fund
subscriber acquisition costs, for capital expenditures in connection with the
construction and launch of additional satellites or for other general corporate
purposes (including potential acquisitions and debt service). The notes have not
been registered under the Securities Act of 1933 and are being offered pursuant
to Rule 144A thereunder. The notes may not be offered or sold in the United
States absent registration under such Act or an applicable exemption from
registration requirements.
EchoStar Communications Corp., includes three interrelated business units:
o DISH Network(TM) is EchoStar's state-of-the-art direct broadcast satellite
system that is capable of offering over 500 channels of digital video and
CD-quality audio programming, fully MPEG-2/DVB compliant hardware and
installation. DISH Network was also ranked number one in customer
satisfaction among satellite/cable TV subscribers by the J.D. Power and
Associates 1999 Cable/Satellite TV Customer Satisfaction Study.
o EchoStar Technologies Corporation designs, manufactures and distributes DBS
set-top boxes, antennas and other digital equipment for the DISH Network
and various international customers that include ExpressVu Canada and the
Via Digital system in Spain. ETC provides construction, oversight and
project integration services for customers internationally. ETC also
oversees EchoStar Data Networks Corporation in Atlanta, a leading supplier
of MediaStream(R) technology for distributing Internet content over
satellite networks.
o Satellite Services provides the delivery of video, audio and data services
to business television customers and other satellite users. These services
include satellite uplink, satellite transponder space usage and other
services. Satellite Services also administers SKY VISTA, a direct broadcast
satellite service offering popular digital satellite television programming
to viewers in Alaska, Hawaii, Puerto Rico and the U.S. territories in the
Caribbean.
DISH Network, which currently serves over 3.1 million customers, is a trademark
of EchoStar Communications Corporation. DISH Network is located on the Internet
at www.dishnetwork.com.
<PAGE> 1
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CONTACT: Judianne Atencio
Director of Communications
EchoStar Communications Corp.
303/723-2010
[email protected]
ECHOSTAR COMMUNICATIONS CORPORATION ANNOUNCES AN ADDITIONAL
$250 MILLION IN ITS CONVERTIBLE NOTES OFFERING
Littleton, Colo., Monday, December 6, 1999 - EchoStar Communications Corporation
(NASDAQ:DISH, DISHP) today announced that the initial purchasers in its
previously announced $750 million Convertible Subordinated Notes offering have
exercised their over-allotment option to purchase an additional $250 million of
Convertible Subordinated Notes. All of the notes will bear interest at an annual
rate of 4 7/8% and will be due January 1, 2007. The notes are convertible into
shares of EchoStar Class A Common Stock at a conversion price of $90.88 per
share. The net proceeds of the offering are expected to be used to fund
subscriber acquisition costs, for capital expenditures in connection with the
construction and launch of additional satellites or for other general corporate
purposes (including potential acquisitions and debt service). The notes have not
been registered under the Securities Act of 1933 and are being offered pursuant
to Rule 144A thereunder. The notes may not be offered or sold in the United
States absent registration under such Act or an applicable exemption from
registration requirements.
EchoStar Communications Corp., includes three interrelated business units:
o DISH Network(TM) is EchoStar's state-of-the-art direct broadcast satellite
system that is capable of offering over 500 channels of digital video and
CD-quality audio programming, fully MPEG-2/DVB compliant hardware and
installation. DISH Network was also ranked number one in customer
satisfaction among satellite/cable TV subscribers by the J.D. Power and
Associates 1999 Cable/Satellite TV Customer Satisfaction Study.
o EchoStar Technologies Corporation designs, manufactures and distributes DBS
set-top boxes, antennas and other digital equipment for the DISH Network
and various international customers that include ExpressVu Canada and the
Via Digital system in Spain. ETC provides construction, oversight and
project integration services for customers internationally. ETC also
oversees EchoStar Data Networks Corporation in Atlanta, a leading supplier
of MediaStream(R) technology for distributing Internet content over
satellite networks.
o Satellite Services provides the delivery of video, audio and data services
to business television customers and other satellite users. These services
include satellite uplink, satellite transponder space usage and other
services. Satellite Services also administers SKY VISTA, a direct broadcast
satellite service offering popular digital satellite television programming
to viewers in Alaska, Hawaii, Puerto Rico and the U.S. territories in the
Caribbean.
DISH Network, which currently serves over 3.1 million customers, is a trademark
of EchoStar Communications Corporation. DISH Network is located on the Internet
at www.dishnetwork.com.
