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PROSPECTUS SUPPLEMENT #2 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
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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.
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Securityholders" in the prospectus is superceded in part by the information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 SHARES OF CLASS A
CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A
BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED
NAME AND OFFERED HEREBY OFFERING HEREBY (1)
<S> <C> <C> <C>
Allegheny Teledyne Inc. Pension Plan $2,950,000 64,921
Allstate Insurance Company $2,500,000 55,018
Associated Electric & Gas Insurance Services $1,300,000 28,609
Limited
Bear Stearns & Co., Inc. $5,500,000 121,039
Berger Growth and Income Fund $14,831,000 326,386
Berger IPT Growth & Income Fund $1,093,000 24,054
BPAmoco PLC. Master Trust $1,843,000 40,559
The Estate of James Campbell $1,042,000 22,931
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SHARES OF CLASS A
CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A
BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED
NAME AND OFFERED HEREBY OFFERING HEREBY (1)
<S> <C> <C> <C>
Champion International Corporation $738,000 16,241
Colgate-Palmolive Company Retirement Trust $1,000,000 22,007
Credit Suisse First Boston $5,297,000 116,571
Epsilon Global Active Value Fund LP $600,000 13,204
Epsilon Global Active Value Fund LTD. $5,400,000 118,838
Fidelity Charles Street Trust: Fidelity Asset $850,000 18,706
Manager: Growth
Golden Rule Financial Company $1,750,000 38,512
Frederic C. Hamilton $500,000 11,004
Hotel Union & Hotel Industry of Hawaii $586,000 12,896
ITG Inc. $170,000 3,741
Jefferies & Co. $13,000 286
KBC Financial Products $12,000,000 264,085
Louisiana Workers' Compensation Corp. $500,000 11,004
Mark IV Industries, Inc. and Subsidiaries $1,200,000 26,408
Master Trust
MaryLand State Retirement Fund $17,094,000 376,188
Merrill Lynch International Ltd. $16,400,000 360,915
Mount Sinai School of Medicine $600,000 13,204
Nicholas- Applegate Convertible Fund $1,572,000 34,595
Oppenheimer Convertible Securities Fund $12,000,000 264,085
John M. Olin Foundation, Inc. $600,000 13,204
PGEP IV, LLC $142,000 3,125
Pilgrim Convertible Fund $5,557,000 122,293
Pitney Bowes Retirement Fund $5,900,000 129,842
Sagamore Hill Hub Fund Ltd. $2,500,000 55,018
Tracor, Inc., Employees Retirement Plan $210,000 4,621
U.S. Olympic Foundation $500,000 11,004
Viacom Inc. Pension Plan Master Trust $84,000 1,849
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SHARES OF CLASS A
CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A
BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED
NAME AND OFFERED HEREBY OFFERING HEREBY (1)
<S> <C> <C> <C>
Other current and future holders of convertible ($196,737,000) (4,329,599)
notes (2)
</TABLE>
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(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.
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.
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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.
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The date of this prospectus supplement is August 7, 2000
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