<PAGE> 1
PROSPECTUS SUPPLEMENT #1 FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED JUNE 30, 2000) REGISTRATION NO. 333-31894
ECHOSTAR COMMUNICATIONS CORPORATION
$1,000,000,000
4 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2007
--------------------------------------------------------------------------------
This prospectus supplement relates to the offer and sale from time to
time by certain selling securityholders of our 4 7/8% Convertible Subordinated
Notes due 2007 and the shares of our class A common stock into which the
convertible notes are convertible.
This prospectus supplement should be read in conjunction with the
prospectus dated June 30, 2000, which is to be delivered with this prospectus
supplement. The definitions for any capitalized terms used in this prospectus
supplement are included in the prospectus.
RECENT DEVELOPMENTS
On July 14, 2000, EchoStar VI was successfully launched on a Lockheed
Martin Atlas ILAS rocket from Cape Canaveral, Florida. EchoStar VI will be
tested at 148 degrees West Longitude before moving to its final orbital
location. Subject to FCC approval, EchoStar VI will operate at 119 degrees West
Longitude, rather than the originally planned 110 degree orbital location, and
EchoStar I will be moved from the 119 degree orbital location to the 148 degree
orbital location. As EchoStar VI is the most powerful DBS satellite manufactured
to date, this move would allow us to enhance our primary DBS service at the 119
degree orbital location, as well as increase the number of channels offered to
residents of Alaska and Hawaii.
SELLING SECURITYHOLDERS
The information in the table included under the heading "Selling
Securityholders" in the prospectus is superceded in part by the information
appearing in the following table:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF CONVERTIBLE SHARES OF CLASS A
NOTES BENEFICIALLY COMMON STOCK SHARES OF CLASS A
OWNED AND OFFERED OWNED PRIOR TO COMMON STOCK
NAME HEREBY THE OFFERING OFFERED HEREBY(1)
<S> <C> <C> <C>
Argent Classic Convertible Arbitrage Fund
(Bermuda) L.P. $ 11,500,000 253,081
Argent Convertible Arbitrage Fund Ltd. $ 3,000,000 66,021
BBT Fund, L.P. $ 7,000,000 88,028
Bear Stearns & Co., Inc. $ 7,500,000 165,053
BPAmoco Corporation Master Trust for
Employee Pension Plans $ 4,160,000 91,549
Circlet (IMA) Limited $ 3,500,000 77,025
</TABLE>
-1-
<PAGE> 2
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF CONVERTIBLE SHARES OF CLASS A
NOTES BENEFICIALLY COMMON STOCK SHARES OF CLASS A
OWNED AND OFFERED OWNED PRIOR TO COMMON STOCK
NAME HEREBY THE OFFERING OFFERED HEREBY(1)
<S> <C> <C> <C>
Continental Assurance Company
Separate Account (E) $ 1,300,000 28,609
Elf Aquitaine $ 300,000 6,602
Fidelity Advisor Series I: Fidelity Advisor
Asset Allocation Fund $ 10,000 220
Fidelity Charles Street Trust: Fidelity
Asset Manager $ 1,590,000 34,991
Fidelity Charles Street Trust: Fidelity
Asset Manager: Agressive $ 100,000 2,201
Fidelity Charles Street Trust: Fidelity
Asset Manager: Income $ 200,000 4,401
Fidelity Global Asset Allocation Fund $ 250,000 5,502
FIST Convertible Securities Fund $ 2,000,000 44,014
Forest Convertible Fund $ 65,000 1,430
General Motors Welfare Benefit Trust
(L-T Veba) $ 1,000,000 22,007
General Motors Welfare Benefit Trust
(ST-Veba) $ 1,000,000 22,007
ING Barrings LLC $ 1,000,000 22,007
Jeffries & Company $ 83,000 1,827
JP Morgan Securities, Inc. $ 35,600,000 783,451
KBC Financial Products $ 9,500,000 209,067
Kentfield Trading, Ltd. $ 9,500,000 209,067
Lehman Brothers, Inc. $ 17,985,000 395,797
Lord Abbett & Co Oxford Fund $ 500,000 11,004
Lord Abbett Bond Debenture Fund $ 2,000,000 44,014
Merrill Lynch Pierce Fenner & Smith Inc. $ 1,174,000 38,292
New York Life Separate Account #7 $ 500,000 11,004
Paloma Securities LLC $ 6,000,000 132,042
Peoples Benefit Life Insurance Company $ 5,000,000 110,035
</TABLE>
-2-
<PAGE> 3
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF CONVERTIBLE SHARES OF CLASS A
NOTES BENEFICIALLY COMMON STOCK SHARES OF CLASS A
OWNED AND OFFERED OWNED PRIOR TO COMMON STOCK
NAME HEREBY THE OFFERING OFFERED HEREBY(1)
<S> <C> <C> <C>
Peoples Benefit Life Insurance Company
(Teamster Separate Account) $ 5,150,000 113,336
RBC Capital Services Inc. $ 185,000 4,071
Retail Clerks Pension Trust #2 $ 1,500,000 33,011
Sagamore Hill Hub Fund Ltd. $ 5,000,000 110,035
St. Albans Partners Ltd. $ 10,000,000 220,070
St. Thomas Trading, Ltd. $ 40,000 880
Variable Insurance Products Fund: High
Income Portfolio $ 50,665,000 1,114,987
Yield Strategies Fund II, LP $ 2,000,000 44,014
Zurich HFR Master Hedge Fund $ 90,000 1,981
Zurich HFR Master Hedge Fund Index Ltd. $ 40,000 880
Other current and future holders of
convertible Notes(2) $(104,304,000) (2,295,423)
</TABLE>
----------
(1) Assumes a conversion price of $45.44 per share and the payment of cash in
lieu of fractional shares.
(2) Information concerning other selling securityholders, including current
holders of convertible notes for which we have not received current
information regarding their holdings of convertible notes and class A
common stock, or information reflecting transfers of their convertible
notes and class A common stock to other selling securityholders, will be
included in supplements to this prospectus, if required. For purposes of
this table, we have assumed that such holders do not beneficially own any
other shares of class A common stock, other than the shares issuable upon
conversion of the convertible notes.
LEGAL MATTERS
The information in the prospectus appearing under the caption "Legal
Matters" is superceded in its entirety by the following information:
Friedlob Sanderson Paulson & Tourtillott, LLC, Denver, Colorado, will
pass on the validity of the convertible notes and the class A common stock
issuable upon their conversion. Mr. Friedlob, a member of the firm, is also a
member of our Board of Directors and currently owns options to acquire 38,000
shares of class A common stock. Friedlob Sanderson Paulson & Tourtillott, LLC
will rely on an opinion of Hale Lane Peek Dennison Howard and Anderson, Reno,
Nevada, as to matters of Nevada law.
-3-
<PAGE> 4
SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE PROSPECTUS FOR CERTAIN RISKS
YOU SHOULD CONSIDER BEFORE YOU PURCHASE ANY CONVERTIBLE NOTES
OR SHARES OF CLASS A COMMON STOCK.
--------------------------------------------------------------------------------
Neither the SEC nor any state securities commission has approved or determined
whether the prospectus or this prospectus supplement is truthful or complete.
Nor have they made, nor will they make, any determination as to whether anyone
should buy these securities. Any representation to the contrary is a criminal
offense.
--------------------------------------------------------------------------------
The date of this prospectus supplement is July 14, 2000
-4-
