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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 0-27492
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1407863
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3415 UNIVERSITY AVENUE, ST. PAUL, MN 55114
(Address of principal executive offices) (zip code)
(612) 645-4500
(Registrant's telephone number, including area code)
N/A
Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section
12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act: Class A Common Stock,
$.0001 par value
-------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of September 22, 1997, 15,774,826 shares of the registrant's Class A
Common Stock were issued and outstanding, and the aggregate market value of
the Class A Common Stock held by non-affiliates of the registrant as of
September 22 was approximately $129,052,452.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the Annual Report Incorporated into Part II
to Shareholders for the fiscal year
ended June 30, 1997
Selected portions of the Definitive Proxy Incorporated into Part III
Statement for the Annual Meeting of
Shareholders to be Held November 17, 1997
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) None.
(a)(2) None.
(a)(3) Exhibits:
10.30 Amendment No. 3 to that certain Direct Broadcast Satellite
Contract, dated December 31, 1996, between Lockheed Martin
Corporation and the Company.
(b) None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: November 17, 1997 UNITED STATES SATELLITE
BROADCASTING COMPANY, INC.
By: /s/ Stanley E. Hubbard
-------------------------------------
Stanley E. Hubbard
Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stanley S. Hubbard Chairman of the Board November 17, 1997
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Stanley S. Hubbard
/s/ Stanley E. Hubbard Chief Executive Officer, November 17, 1997
- -------------------------- President, and Director
Stanley E. Hubbard (Principal Executive Officer)
/s/ Robert W. Hubbard Executive Vice President and November 17, 1997
- -------------------------- Director
Robert W. Hubbard
/s/ Gerald D. Deeney Treasurer and Chief Financial November 17, 1997
- -------------------------- Officer (Principal Financial
Gerald D. Deeney and Accounting Officer)
/s/ Herbert S. Schlosser Director November 17, 1997
- --------------------------
Herbert S. Schlosser
Director November __, 1997
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David S. Allen
/s/ Frank N. Magid Director November 17, 1997
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Frank N. Magid
Director November __, 1997
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Peter G. Skinner
/s/ William D. Savoy Director November 17, 1997
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William D. Savoy
/s/ John W. Marvin Director November 17, 1997
- --------------------------
John W. Marvin
/s/ Ward L. Quaal Director November 17, 1997
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Ward L. Quaal
/s/ Louis G. Zachary, Jr. Director November 17, 1997
- --------------------------
Louis G. Zachary, Jr.
/s/ Peter F. Frenzer Director November 17, 1997
- --------------------------
Peter F. Frenzer
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AMENDMENT NO. 3
CONTRACT NO. 104274-B
DIRECT BROADCAST SATELLITE CONTRACT
BETWEEN
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
AND
LOCKHEED MARTIN CORPORATION
THIS AMENDMENT NO. is effective June 1, 1997.
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WHEREAS, USSB and the Contractor (hereinafter referred to as the "Parties"),
have agreed to suspend all program activities for the period effective July 1,
1997 through January 5, 1998 and;
WHEREAS the Parties, recognizing that changes are required in the Contract, have
created this Amendment No. 3;
NOW THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, agree to the following:
I. In the Terms and Conditions of the subject Contract:
A. In Article 2, Scope of Work, change Exhibit list as follows:
Exhibit A Spacecraft Performance Specification PS20072996, dated
31 December 1996
Exhibit B Statement of Work WS20072997, dated 31 December 1996
Exhibit C Comprehensive Test Plan LMMS 20072728, dated 31
December 1996
Exhibit D Product Assurance Plan LMMS 20072732, Rev. C.
B. In Article 3.B, Price, change the Price for Item 1 and the Total
Contract Price as follows:
ITEM QTY. DESCRIPTION PRICE
1. 1 Spacecraft as defined in Exhibit A $73,600,000
2. 1 Lot Launch and Mission Operation Services
as defined in Exhibit B
3. 1 Lot On-Orbit Flight Operations Services
4. 1 Lot Data and Documentation as defined in
Exhibit B, Table 1
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5. -- In-Orbit Incentive Payments
TOTAL CONTRACT PRICE:
*(not separately priced)
C. In Article 4.A, Deliverable Items and Delivery Schedule, change the
Delivery Date as follows:
ITEM DESCRIPTION DELIVERY DATE
1. Spacecraft Thirty-two and one-half (32.5)
months after EDC.
D. In Article 5.A, Progress and Milestone Payments, change the Progress
Payment Plan as follows:
PROGRESS PAYMENT PLAN
PAYMENT NUMBER MONTHLY TOTAL CUMULATIVE TOTAL
DATE ($ IN U.S. MILLIONS) ($ IN U.S. MILLIONS)
1 12/31/96
2 January - '97
3 February
4 March
5 April
6 May
7 June
8 July
9 August
10 September
11 October
12 November
13 December
14 January - 1998
15 February
16 March
17 April
18 May
19 June
20 July
21 August
22 September
23 October
24 November
25 December
26 January - 1999
27 February
28 March
2
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29 April
30 May
31 June
32 July 73.6
33 Aug 0.0 73.6
E. In Article 5.B, Progress and Milestone Payments, change the Payment
Milestone Table as follows:
PAYMENT MILESTONE TABLE
DUE DATE
MILESTONE (MONTHS VALUE
NUMBER MILESTONE DESCRIPTION AFTER EDC) ($US)
1 System PDR Held 14.5
2 Structure Subcontract Issued 16.0
3 Provide Launch Vehicle services 17.0
contractor with Spacecraft Preliminary
Dynamic Model
4 System Critical Design Review Held 21.0
5 90% of System CDR Action Items Completed 22.0
6 Spacecraft Structure Received 23.0
(core module/payload panels)
7 Spacecraft TWTAs Received 23.5
8 Spacecraft Antenna Tests Complete 27.0
9 Satisfactory Completion of Pre-Shipment Review 32.0
F. In Article 9.A.1, Options for Backup Spacecraft, change the Option
Exercise Date and Delivery Date as follows:
PRODUCT OPTION EXERCISE DELIVERY
QUANTITY DESCRIPTION DATE PRICE($) DATE
1 backup spacecraft No Later Than 13 6 Months After
("Backup Spacecraft") Months After EDC Delivery of the
identical to the Spacecraft
Spacecraft specified
in Article 2,
paragraph B
G. In Article 10.A, Price Reduction for Late Delivery, change the first
sentence as follows:
In the event that the Spacecraft is not delivered within thirty (30)
days after the date of delivery specified in Article 4 of this
Contract, as extended by the number of days of excusable delay to
which the Contractor is entitled in accordance with Article 18, the
Total Contract Price of this Contract shall be reduced at the rate of
U.S. _________ for each week's delay from week one (1) up to week
thirteen (13) and by U.S. _________ for each week's delay from week
fourteen (14) to week twenty-eight (28) or until the maximum amount of
U.S. _________ of cumulative liquidated damages is reached.
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H. In Article 15.A, USSB's Right to Terminate, change the Termination
Schedule as follows:
TERMINATION SCHEDULE
MONTHLY TOTAL CUMULATIVE TOTAL
DATE ($ IN US MILLIONS) ($ IN US MILLIONS)
January 31-1997
February 28
March 31
April 30
May 31
June 30
July 31
August 31
September 30
October 31
November 30
December 31
January 31-1998
February 28
March 31
April 30
May 31
June 30
July 31
August 31
September 30
October 31
November 30
December 31
January 31-1999
February 28
March 31
April 30
May 31
June 30 73.6
July 31 0.0 73.6
August 31 0.0 73.6
I. In Article 17.C, Taxes and Duties, the second sentence is changed as
follows:
Portions of the Work may include some imported goods. Notwithstanding the
above, in the event any portion of the Work and its included imported
goods are not exported in a timely manner (not more than three (3) years
and seven (7) month after EDC) due to USSB's actions or in actions, any
duties, taxes, and penalties arising therefrom will be USSB's
responsibility.
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J. In Article 19.A.(1), Termination for Default, change as follows:
(1) final acceptance of the Spacecraft fails to occur on or before a
date that permits the Spacecraft to be launched within the launch
period established by the Launch Vehicle services contractor's launch
manifest, which date shall in no event be earlier than thirty-three
(33) months after ARO;
K. In Article 19.B, Termination for Default, the first sentence is
changed as follows:
With respect to paragraph A.(1) of this Article 19, USSB agrees to use
commercially reasonable efforts to establish the first day of the
launch period for the Launch Vehicle at thirty-three (33) months after
ARO.
L. In Article 36.B, Launch Vehicle Designation, change the second
sentence as follows:
USSB shall notify Contractor in writing of USSB's Launch Vehicle
designation no later than twelve and one-half (12.5) months after EDC.
II. In Exhibit B, USSB-1 Statement of Work, Document No. WS20072997, dated
12/31/96:
A. In Paragraph 1.0, Scope, change the second sentence as follows:
The Spacecraft shall be manufactured and tested in accordance with
Exhibits C (USSB Comprehensive Test Plan LMMS 20072728) and D (Product
Assurance Plan LMMS 20072732, Rev. C); and shipped to the designated
launch site in accordance with the Contract.
B. In Paragraph 2.0, Applicable Documents, change the list as follows:
Exhibit A
PS20072996 USSB-1 Spacecraft Performance Specification, dated 31
December 1996
Exhibit C
LMMS 20072728 USSB Comprehensive Test Plan, dated 31 December 1996
Exhibit D
LMMS 20072732 Product Assurance Plan
Rev. C
C. In Paragraph 3.1, Deliverable Data and Documentation, change Table 1
as follows:
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TABLE 1. CONTRACTOR DATA REQUIREMENTS LIST
<TABLE>
<CAPTION>
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ITEM REVIEW, WORK
NO. DESCRIPTION APPROVAL, DUE DATE STATEMENT
INFORMATION SECTION
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<S> <C> <C> <C> <C>
A PROGRAM MANAGEMENT CDRLs
1. Quarterly Program Management R Beginning in January 1998, the 10th of each 3.1.2
Report month following completion of a quarter
2. Monthly Status Report R Beginning in January 1998, the 10th of each following month 3.1.2
6. Storage and Transportation Plan R 13 months EDC 10.1
B PRODUCT ASSURANCE CDRLs
9. Program Approved Parts List R Preliminary at SPDR - Final at SCDR 7.3
</TABLE>
D. Paragraph 3.2.1, Hardware, the second sentence is changed as follows:
The Spacecraft shall be made available to ship August, 1999.
E. Paragraph 3.3, Summary Delivery Schedule, change Table 2 as follows:
TABLE 2. USSB-1 SUMMARY DELIVERY SCHEDULE
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NO. MILESTONE DATE
----------------------------------------------------
1. Spacecraft Preliminary Design Review 2/26/98
2. Spacecraft Critical Design Review 9/30/98
3. TRAINING TBD
4. Pre-Shipment Review 8/3/99
5. Spacecraft Available to Ship 8/15/99
6. Launch Readiness Review TBD
7. Launch TBD
8. In Orbit Test TBD
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F. Paragraph 3.4.1, Buyer Furnished Data, change as follows:
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1. Payload frequency plan Date: January 15, 1998
2. Antenna coverage plan Date: January 15, 1998
G. Paragraph 11.0, Launch Vehicle and Site Interfaces, the second
paragraph is changed as follows:
a) The Buyer shall select a Launch Vehicle which complies with the
interface specifications by January 15, 1998.
b) [No change]
c) The Buyer shall provide the preliminary Coupled Loads Analysis
(CLA) results by January 15, 1998.
d) [No change]
e) The Buyer shall provide the final CLA results by 25 months ARO.
f) The Buyer shall provide all separation hardware and the flight
adapter for a fit check and separation shock test to be delivered
to the Contractor's plant no later than 25 months ARO. The Buyer
shall provide the necessary launch agency support for conducting
these tests.
g) [No change]
h) [No change]
i) [No change]
IV. Except as specifically set forth above the Contract referenced above shall
remain in full force and effect in accordance with the terms and conditions as
originally written and such terms and conditions shall not be affected or
modified by this Amendment No. 3.
IN WITNESS THEREOF, the Parties have caused this Amendment No. 3 to be signed by
their duly authorized officer or representative.
United States Satellite Broadcasting Lockheed Martin
Company, Inc. Corporation
(Signature on file) (Signature on file)
By: By:
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Robert W. Hubbard Wm. W. Whisenant
Executive Vice President Contracts Manager
Lockheed Martin
Telecommunications
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