<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No.3)/1/
____________________________
ECHOSTAR COMMUNICATIONS CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
28-762-109
--------------------------------------------------------------------------------
(CUSIP Number)
Arthur M. Siskind, Esq.
The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
(212)852-7000
--------------------------------------------------------------------------------
with copies to:
Stephen H. Kay, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
(Name, address and telephone number of person authorized to receive notices and
communications)
September 6, 2000
-----------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See (S) 240.13d-7 (b)
for other parties to whom copies are to be sent.
____________________
/1/ 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 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 1 of 18 Pages
<PAGE>
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The News Corporation Limited
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Australia, Australia
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 26,021,168
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 26,021,168
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
26,021,168
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.1%/1/
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
_________________
/1/ Based on 234,358,053 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), of EchoStar Communications Corporation
("EchoStar") outstanding as of July 24, 2000 as reported in the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended June 30, 2000 (the "Form 10-Q").
Considering the 26,021,168 shares of Class A Common Stock held by News America
Incorporated ("NAI"), together with the 8,203,760 shares of Class A Common Stock
held by MCI Telecommunications Corporation ("MCI"), the percentage of the Class
A Common Stock that the Reporting Persons (as defined herein) may be deemed to
have beneficial ownership would be approximately 11.1%. As reported in the Form
10-Q, there were outstanding 238,435,208 shares of Class B Common Stock, par
value $.01 per share ("Class B Common Stock"), of EchoStar. Because such Class B
Common Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of shares of Class B Common Stock into Class A Common Stock,
the percentage of the Class A Common Stock that the Reporting Persons may be
deemed to have beneficial ownership of would be approximately 5.5%. Because each
share of Class B Common Stock is entitled to 10 votes per share, the Reporting
Persons beneficially own equity securities of EchoStar representing
approximately 1.0% of the voting power of EchoStar (assuming no conversion of
the Class B Common Stock).
Page 2 of 18 Pages
<PAGE>
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS/S.S. OR
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News America Incorporated/13-3249610
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware, U.S.A.
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 26,021,168
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 26,021,168
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
26,021,168
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.1%/1/
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
_________________
/1/ Based on 234,358,053 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), of EchoStar Communications Corporation
("EchoStar") outstanding as of July 24, 2000 as reported in the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended June 30, 2000 (the "Form 10-Q").
Considering the 26,021,168 shares of Class A Common Stock held by News America
Incorporated ("NAI"), together with the 8,203,760 shares of Class A Common Stock
held by MCI Telecommunications Corporation ("MCI"), the percentage of the Class
A Common Stock that the Reporting Persons (as defined herein) may be deemed to
have beneficial ownership would be approximately 11.1%. As reported in the Form
10-Q, there were outstanding 238,435,208 shares of Class B Common Stock, par
value $.01 per share ("Class B Common Stock"), of EchoStar. Because such Class B
Common Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of shares of Class B Common Stock into Class A Common Stock,
the percentage of the Class A Common Stock that the Reporting Persons may be
deemed to have beneficial ownership of would be approximately 5.5%. Because each
share of Class B Common Stock is entitled to 10 votes per share, the Reporting
Persons beneficially own equity securities of EchoStar representing
approximately 1.0% of the voting power of EchoStar (assuming no conversion of
the Class B Common Stock) .
Page 3 of 18 Pages
<PAGE>
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS/S.S. OR
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
K. Rupert Murdoch
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 26,021,168
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 26,021,168
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
26,021,168
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.1%/1/
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
_________________
/1/ Based on 234,358,053 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), of EchoStar Communications Corporation
("EchoStar") outstanding as of July 24, 2000 as reported in the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended June 30, 2000 (the "Form 10-Q").
Considering the 26,021,168 shares of Class A Common Stock held by News America
Incorporated ("NAI"), together with the 8,203,760 shares of Class A Common Stock
held by MCI Telecommunications Corporation ("MCI"), the percentage of the Class
A Common Stock that the Reporting Persons (as defined herein) may be deemed to
have beneficial ownership would be approximately 11.1%. As reported in the Form
10-Q, there were outstanding 238,435,208 shares of Class B Common Stock, par
value $.01 per share ("Class B Common Stock"), of EchoStar. Because such Class B
Common Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of shares of Class B Common Stock into Class A Common Stock,
the percentage of the Class A Common Stock that the Reporting Persons may be
deemed to have beneficial ownership of would be approximately 5.5%. Because each
share of Class B Common Stock is entitled to 10 votes per share, the Reporting
Persons beneficially own equity securities of EchoStar representing
approximately 1.0% of the voting power of EchoStar (assuming no conversion of
the Class B Common Stock).
Page 4 of 18 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.3)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ECHOSTAR COMMUNICATIONS CORPORATION
Introductory Statement
----------------------
This Amendment No. 3 (this "Amendment") to the Statement on Schedule 13D
(the "Statement") relates to the Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of EchoStar Communications Corporation, a Nevada
corporation ("EchoStar"). This Amendment amends and supplements (i) the
Statement originally filed with the Securities and Exchange Commission (the
"SEC") by the "Reporting Persons" (as defined herein) on December 10, 1998, (ii)
Amendment No.1 to the Statement ("Amendment No. 1") filed by the Reporting
Persons on July 1, 1999, and (iii) Amendment No. 2 to the Statement ("Amendment
No. 2") filed by Reporting Persons on December 10, 1999.
On June 24, 1999, The News Corporation Limited ("News Corporation"), MCI
Telecommunications Corporation ("MCI"), American Sky Broadcasting, LLC ("ASkyB")
and EchoStar consummated the transactions previously described in the Statement.
On such date, pursuant to (i) the Purchase Agreement, dated as of November 30,
1998, among ASkyB, News Corp, MCI and EchoStar (the "Purchase Agreement") and
(ii) the letter agreement, dated November 30, 1998, among Charles W. Ergen,
EchoStar, ASkyB, News Corporation and MCI (the "Letter Agreement" and
collectively with the Purchase Agreement, the "Acquisition Agreements"), News
America Incorporated ("NAI"), a wholly-owned subsidiary of News Corporation,
acquired an aggregate of 6,891,096 shares of EchoStar's Class A
Page 5 of 18 Pages
<PAGE>
Common Stock (27,564,384 shares of Class A Common Stock after subsequent stock
splits, made effective on July 1, 1999 and October 18, 1999).
On December 8, 1999, pursuant to an Underwriting Agreement, dated December
2, 1999, between EchoStar, NAI, MCI Worldcom Network Services, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated, Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, acting severally on behalf of themselves and the
several underwriters named therein (the "Underwriters") (the "Underwriting
Agreement"), the Reporting Persons sold 11,053,800 shares of Class A Common
Stock at $71 per share, less an underwriter's commission of $1.9525 per share
and offering expenses of $222,658.48, yielding aggregate net proceeds of
$763,014,597.10. In conjunction with the closing, NAI paid approximately
$54,311,000 to EchoStar for amounts due under the Satellite Contracts (as
defined in the Purchase Agreement).
On September 6, 2000, The Reporting Persons sold 7,000,000 shares of Class
A Common Stock at $49.00 per share in the open market.
The descriptions of, and references to, the Acquisition Agreements, the
Underwriting Agreement and other agreements and documents filed as Exhibits to
this Statement are qualified in their entirety by reference to the complete
texts of such agreements and documents.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and restated to read in its entirety as follows:
EchoStar, News Corporation, ASkyB and MCI entered into the Purchase
Agreement with respect to the acquisition of 30,000,000 shares of Class A Common
Stock, subject to adjustment./1/ Pursuant to the Purchase Agreement, NAI
acquired 6,891,096 shares of Class A Common Stock (27,564,384 shares of Class A
Common Stock after subsequent stock splits, made effective on
____________________
/1/ The amount Class A Common Stock actually issued was reduced to 8,603,116
shares pursuant to Section 2(a)(ii) of the Purchase Agreement.
Page 6 of 18 Pages
<PAGE>
July 1, 1999 and October 18, 1999) (the "ASkyB Shares")/1/, and MCI acquired
1,712,020 shares of Class A Common Stock (6,848,080 shares of Class A Common
Stock after subsequent stock splits, made effective on July 1, 1999 and October
18, 1999) (the "MCI Shares," and together with the ASkyB Shares, the "Shares").
On December 8, 1999, pursuant to the Underwriting Agreement, the Reporting
Persons sold 11,053,800 shares of Class A Common Stock at $71 per share, less an
underwriter's commission of $1.9525 per share and offering expenses of
$222,658.48, yielding aggregate net proceeds of $763,014,597.10. In conjunction
with the closing, NAI paid approximately $54,311,000 to EchoStar for amounts due
under the Satellite Contracts (as defined in the Purchase Agreement).
On September 6, 2000, The Reporting Persons sold 7,000,000 shares of Class
A Common Stock at $49.00 per share in the open market.
The Reporting Persons acquired beneficial ownership of the securities for
the purpose of investment. Subject to the Acquisition Agreements and the other
agreements referenced in Item 6, the Reporting Persons intend to continuously
review their investment in EchoStar, and may in the future determine to (i)
acquire additional securities of EchoStar, through open market purchases,
private agreements or otherwise, (ii) dispose of all or a portion of the
securities of EchoStar owned by them or (iii) take any other available course of
action, which could involve one or more of the types of transactions or have one
or more of the results described in the last paragraph of this Item 4 or (iv)
otherwise change their investment intent. Notwithstanding anything contained
herein, the Reporting Persons specifically reserve the right to change their
intentions with respect to any or all of such matters. In reaching any decision
as to their course of
_____________________
/2/ Pursuant to Section 2(a)(i)(A) of the Purchase Agreement, ASkyB designated
NAI to acquire the ASkyB Shares.
Page 7 of 18 Pages
<PAGE>
action (as well as to the specific elements thereof), the Reporting Persons
currently expect that they would take into consideration a variety of factors,
including, but not limited to, EchoStar's financial condition, business,
operations and prospects, other developments concerning EchoStar and the
satellite business generally, other business opportunities available to the
Reporting Persons, other developments with respect to the business of the
Reporting Persons, general economic conditions and money and stock market
conditions, including the market price of the securities of EchoStar. See Item
6.
The resale of the Shares has been registered pursuant to a Registration
Statement on Form S-3, which was declared effective by the SEC on October 29,
1999.
Other than as described herein, none of the Reporting Persons have any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of EchoStar or the
disposition of securities of EchoStar; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving EchoStar
or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of EchoStar or any of its subsidiaries; (d) any change in the Board of
Directors or management of EchoStar, including any plans or proposals to change
the number or terms of directors or to fill any existing vacancies on the Board
of Directors of EchoStar; (e) any material change in the present capitalization
or dividend policy of EchoStar; (f) any other material change in EchoStar's
business or corporate structure; (g) changes in EchoStar's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of EchoStar by any person; (h) a class of securities of
EchoStar being delisted from a national securities exchange or ceasing to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of EchoStar
becoming eligible for termination of
Page 8 of 18 Pages
<PAGE>
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated to read in its entirety as follows:
On June 24, 1999, by virtue of the consummation of the transactions
contemplated by the Purchase Agreement, NAI became the direct beneficial owner
of 6,891,096 shares of Class A Common Stock (27,564,384 shares of Class A Common
Stock after subsequent stock splits, made effective on July 1, 1999 and October
18, 1999). On December 8, 1999, pursuant to the Underwriting Agreement, NAI sold
11,053,800 shares of the Class A Common Stock at $71 per share. After such sale,
NAI was the direct beneficial owner of 16,510,584 shares of Class A Common Stock
(33,021,168 Share of Class A Common Stock after a subsequent stock split, made
effective on March 22, 2000). On September 6, 2000, NAI sold 7,000,000 shares
Class A Common Stock at $49.00 per share in the open market. After such sale,
NAI was the direct benefical owner of 26,021,168 shares of Class A Common Stock.
Each of News Corporation and K. Rupert Murdoch may be deemed to be indirect
beneficial owners of such shares. Based upon the number of shares of Class A
Common Stock and Class B Common Stock reflected as outstanding as of July 24,
2000 in EchoStar's Quarterly Report on Form 10-Q for the period ended June 30,
2000 (the "Form 10-Q"), the shares of EchoStar's securities beneficially owned
by the Reporting Persons represent approximately 11.1% of the Class A Common
Stock (approximately 5.5% assuming the conversion of the Class B Common Stock
into Class A Common Stock) and approximately 1.0% of the combined voting power
of the Class A Common Stock and the Class B Common Stock. The holders of Class A
Common Stock are entitled to one
Page 9 of 18 Pages
<PAGE>
vote for each share of Class A Common Stock held, and the holders of Class B
Common Stock are entitled to ten votes for each share of the Class B Common
Stock held.
To the Reporting Persons' knowledge, MCI is the direct beneficial owner of
4,101,880 shares of Class A Common Stock (8,203,760 shares of Class A Common
Stock after a subsequent stock split, made effective March 22, 2000). Based upon
the number of shares of Class A Common Stock and Class B Common Stock reflected
as outstanding as of July 24, 2000 in the Form 10-Q, the shares of EchoStar's
securities beneficially owned by MCI represent approximately 3.5% of the Class A
Common Stock (approximately 1.7% assuming the conversion of the Class B Common
Stock into Class A Common Stock) and approximately 0.3% of the combined voting
power of the Class A Common Stock and the Class B Common Stock.
Subject to the Letter Agreement, the Reporting Persons have the sole power
to vote the ASkyB Shares. See Item 6.
Except as described above, no transactions were effected by the Reporting
Persons in the Class A Common Stock during the 60 days preceding the date
hereof.
Page 10 of 18 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: September 14, 2000
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
------------------------------
Name: Arthur M. Siskind
Title: Director
Page 11 of 18 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: September 14, 2000
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
---------------------------------------
Name: Arthur M. Siskind
Title: Senior Executive Vice President
Page 12 of 18 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: September 14, 2000
*
---------------------
K. Rupert Murdoch
* By: /s/ Arthur M. Siskind
-------------------------
Arthur M. Siskind
Attorney-in-Fact
Page 13 of 18 Pages
<PAGE>
Schedule 1 is hereby amended and restated to read in its entirety as follows:
Schedule 1
----------
Directors, Executive Officers and Controlling Persons of the Reporting Persons
<TABLE>
<CAPTION>
Principal Business
or
Organization in
Which Such
Principal Occupation and Business Employment is
---------------------------------
Name Address Conducted
---- ------- ---------
<S> <C> <C>
K. Rupert Murdoch Chairman and Chief Executive of News News Corporation
Corporation; Director of News Publishing
Australia Limited ("NPAL"); Director of
News International, plc; Director of News
Limited; Director of News America
Incorporated ("NAI"); Director and
Chairman of Sky Global Networks, Inc.
("SGN"); Director of Satellite Television
Asian Region Limited ("STAR TV");
Director and Chairman of British Sky
Broadcasting Group plc ("BSkyB");
Director, Chairman and Chief Executive
Officer of Fox Entertainment Group, Inc.
("FEG"); Director of Fox Family
Worldwide, Inc. ("FFW"); Director of
Philip Morris Companies Inc. ("Phillip
Morris")
1211 Avenue of the Americas
New York, New York 10036
Geoffrey C. Bible Non Executive Director of News Philip Morris
Corporation; Chairman and Chief
Executive Officer of Philip Morris; Director
of New York Stock Exchange, Inc.
120 Park Avenue
New York, New York 10017
Chase Carey Executive Director and Co-Chief Operating News Corporation
Officer of News Corporation; Director,
President and Chief Operating Officer of
NAI; Director and Co-Chief Operating
Officer of FEG; Chairman and Chief
Executive Officer of Fox Television;
President and Chief Executive Officer of
</TABLE>
Page 14 of 18 Pages
<PAGE>
<TABLE>
<S> <C> <C>
SGN; Director of STAR TV; Director of
NDS Group plc("NDS"); Director of FFW;
Director of Gemstar; Director of
Gateway, Inc.; Director of Colgate
University.
1211 Avenue of the Americas
New York, New York 10036
Peter Chernin Executive Director, President and Chief News Corporation
Operating Officer of News Corporation;
Director, Chairman and Chief Executive
Officer of NAI ; Director, President and
Chief Operating Officer of FEG; Director
of SGN; Director of Tickets.com, Inc.;
Director of E*TRADE Group, Inc.
10201 West Pico Boulevard
Los Angeles, CA 90035
Kenneth E. Cowley/1/ Non Executive Director of News News Corporation
Corporation; Executive Director of Ansett
Australia Holdings Limited; Director of
Commonwealth Bank of Australia.
2 Holt Street
Sydney, New South Wales 2010
Australia
David F. DeVoe Executive Director, Senior Executive Vice News Corporation
President and Chief Financial Officer and
Finance Director of News Corporation;
Director and Senior Executive Vice
President of NAI; Director, Senior
Executive Vice President and Chief
Financial Officer of FEG; Director of
STAR TV; Director of BSkyB; Director
and Acting Chief Financial Officer of
SGN; Director of NDS.
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
__________________________
/1/ Citizen of Australia
Page 15 of 18 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Roderick I. Eddington/2/ Non Executive Director of News British Airways
Corporation; Chief Executive of British
Airways plc ("British Airways")
c/o 2 Holt Street
Sydney, New South Wales 2010
Australia
Aatos Erkko/3/ Non Executive Director of News Sanoma
Corporation; Chairman of Sanoma WSOY
Corporation ("Sanoma"), a privately owned
media company in Finland.
P.O. Box 144
SF00101 Helsinki, Finland
Andrew S.B. Knight/4/ Non Executive Director of News News Corporation
Corporation;
c/o News International plc
1 Virginia Street
London E1 9XN England
Lachlan K. Murdoch Executive Director and Senior Executive News Corporation
Vice President of News Corporation;
Chairman and Director of Queensland Press
Limited; Director, Chairman, and Chief
Executive of News Limited; Director of
SGN; Deputy Chairman of STAR TV;
Director of Beijing PDN Xinren
Information Technology Company Ltd;
Director of FOXTEL Management Pty
Ltd.; Director of One.Tel Limited;
Director of OmniSky Corporation
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
______________________________
/2/ Citizen of Australia
/3/ Citizen of Finland
/4/ Citizen of United Kingdom
Page 16 of 18 Pages
<PAGE>
<TABLE>
<S> <C> <C>
James R. Murdoch Executive Vice President of News STAR TV
Corporation; Director of SGN; Director,
Chairman and Chief Executive Officer of
Star TV; Director of NDS; Director of
YankeeNets L.L.C.; Chairman of
Rawkus Entertainment LLP;
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
Thomas J. Perkins Non Executive Director of News Kleiner Perkins
Corporation; Senior Partner at Kleiner
Perkins Caufield & Byers ("Kleiner
Perkins"); Director of Compaq Computer
Corporation;
4 Embarcadero Center
Suite 3520
San Francisco, CA 94111
Bert C. Roberts, Jr. Non Executive Director of News MCI
Corporation; Chairman of MCI Worldcom,
Inc. ("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Allen & Company
Corporation; Executive Vice President and
Managing Director of Allen & Company
Incorporated ("Allen & Company");
Director of NAI; Director of Bayou Steel
Corporation; Director of Six Flags, Inc.;
Director of Western Multiplex Corporation;
711 Fifth Avenue
New York, New York 10176
</TABLE>
Page 17 of 18 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Arthur M. Siskind Executive Director, Senior Executive Vice News Corporation
President and Group General Counsel of
News Corporation; Director of BSkyB;
Director and Senior Executive Vice
President of NAI; Director, Senior
Executive Vice President and General
Counsel of FEG; Director of STAR TV;
Director and Senior Executive Vice
President of SGN; Director of NDS;
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
Page 18 of 18 Pages
