<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
XM SATELLITE RADIO HOLDINGS INC.
--------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
-----------------------------------------------
(Title of Class of Securities)
983759-10-1
-----------
(CUSIP Number)
Hal B. Perkins, Esq.
Telcom-XM Investors, L.L.C.
211 North Union Street, Suite 300
Alexandria, VA 22314
(703) 706-3800
----------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
----------
August 10, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box /_/.
<PAGE>
SCHEDULE 13D
CUSIP NO. 983759-10-1
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TELCOM-XM INVESTORS, L.L.C.
TAX ID #54-1948896
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
----------- --------------------------------------------------------------------
3 SEC US ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
NOT APPLICABLE
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------------------------- ------- ------------------------------------
7 SOLE VOTING POWER
- 0 -
NUMBER OF ------- ------------------------------------
8 SHARED VOTING POWER
SHARES
------- ------------------------------------
BENEFICIALLY 2,581,211
OWNED BY EACH ------- ------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
- 0 -
PERSON WITH ------- ------------------------------------
10 SHARED DISPOSITIVE POWER
2,581,211
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,581,211 (SEE ITEM 5)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
SEE ITEM 5.
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8% (SEE ITEM 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
Page 2 of 17
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SCHEDULE 13D
CUSIP NO. 983759-10-1
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TELCOM VENTURES, L.L.C.
TAX ID #54-1695113
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
----------- --------------------------------------------------------------------
3 SEC US ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
NOT APPLICABLE
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------------------------- ------- ------------------------------------
7 SOLE VOTING POWER
- 0 -
NUMBER OF ------- ------------------------------------
8 SHARED VOTING POWER
SHARES
2,581,211
BENEFICIALLY
------- ------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH ------- ------------------------------------
10 SHARED DISPOSITIVE POWER
2,581,211
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,581,211 (SEE ITEM 5)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
SEE ITEM 5.
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8% (SEE ITEM 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
Page 3 of 17
<PAGE>
SCHEDULE 13D
CUSIP NO. 983759-10-1
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHERRYWOOD HOLDINGS, INC.
TAX ID #54-1314785
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
----------- --------------------------------------------------------------------
3 SEC US ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
NOT APPLICABLE
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KANSAS
----------------------------------- ------- ------------------------------------
7 SOLE VOTING POWER
- 0 -
NUMBER OF ------- ------------------------------------
8 SHARED VOTING POWER
SHARES
2,581,211
BENEFICIALLY
------- ------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH ------- ------------------------------------
10 SHARED DISPOSITIVE POWER
2,581,211
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,581,211 (SEE ITEM 5)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
SEE ITEM 5.
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8% (SEE ITEM 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
----------- --------------------------------------------------------------------
Page 4 of 17
<PAGE>
Item 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13D (as defined below) is hereby
deleted in its entirety and the following is inserted in lieu thereof:
"This Amendment No. 1 amends and supplements the Statement on
Schedule 13D filed by Telcom-XM Investors, L.L.C., a Delaware limited liability
company ("Telcom-XM"), Telcom Ventures, L.L.C., a Delaware limited liability
company ("Telcom Ventures") and Cherrywood Holdings, Inc., a Kansas corporation
("Cherrywood") (collectively, the "Reporting Persons") with the Securities and
Exchange Commission on October 19, 1999 (as amended, the "Schedule 13D"),
relating to the Class A Common Stock, par value $0.01 per share (the "Class A
Stock") of XM Satellite Radio Holdings Inc., a Delaware corporation (the
"Issuer"), having its principal offices at 1500 Eckington Place, N.E.,
Washington, DC 20002. Capitalized terms used herein shall have the meanings
given to them in the Schedule 13D.
The Reporting Persons have entered into a Joint Filing
Agreement, dated August 28, 2000, a copy of which is attached hereto as
Schedule I."
Item 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended by deleting
paragraph one thereof and by inserting the following paragraph in lieu thereof:
"This Statement is being filed by Telcom-XM, Telcom Ventures
and Cherrywood. Each of Dr. Rajendra Singh ("Dr. Singh") and Mrs. Neera Singh
own approximately 40% of the outstanding capital stock of Cherrywood and Mrs.
Neera Singh ("Mrs. Singh") is a trustee for trusts holding in the aggregate
approximately 20% of such stock (the "Trusts"). Cherrywood holds a 75%
membership interest in Telcom Ventures, but as a result of contractual
arrangement with other members of Telcom Ventures, has a 100% interest in Telcom
Ventures for purposes of its investment in Telcom-XM. Telcom Ventures originally
held a 96% membership interest in Telcom-XM. On August 10, 2000, Telcom-XM
distributed 115,415 shares of Class A Stock to members of Telcom-XM (other than
Telcom Ventures and Cherrywood). Effective upon such distribution, membership
interests of members of Telcom-XM (other than Telcom Ventures and Cherrywood)
have been redeemed. As a result, Telcom Ventures currently holds a 99%
membership interest in Telcom-XM and Cherrywood currently holds a 1% membership
interest in Telcom-XM. Each of Cherrywood, Telcom Ventures and Telcom-XM is a
private investment firm. Telcom Ventures specializes in making investments in
the telecommunications industry. The address of the principal business and the
principal offices of each of the Reporting Persons is 211 N. Union Street, Suite
300, Alexandria, Virginia 22314."
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Page 5 of 17
<PAGE>
Item 3 of the Schedule 13D is hereby amended by inserting the
following paragraph at the end thereof:
"On August 10, 2000, Telcom-XM distributed 115,415 shares
of Class A Stock to certain of its members and effective upon such
distribution the membership interests of such members in Telcom-XM have been
redeemed. As a result of this distribution, as of August 10, 2000, Telcom-XM
was the beneficial owner of an aggregate of 2,581,211 shares of Class A
Stock."
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby deleted in its entirety
and the following is inserted in lieu thereof:
"Telcom-XM acquired 2,696,626 shares of Class A Stock of the
Issuer on October 8, 1999, as a result of the conversion of the Note acquired
for $25,000,000 on July 7, 1999, prior to the consummation of the Offering, and
prior to the Issuer becoming subject to Section 12(g) of the Exchange Act.
Telcom-XM acquired the Note as an investment in the regular course of business.
On August 10, 2000, Telcom-XM distributed 115,415 shares of Class A Stock to
certain of its members and currently beneficially owns 2,581,211 shares of Class
A Stock.
On August 8, 2000, Telcom-XM and certain other significant
shareholders of the Issuer entered into the Amended and Restated Shareholders'
Agreement, dated as of August 8, 2000 (the "Amended Shareholders' Agreement").
The Amended Shareholders Agreement is incorporated herein by reference as
Exhibit 4. Certain of Telcom-XM's rights with respect to the Issuer are governed
by the Amended Shareholders' Agreement. Pursuant to the Amended Shareholders'
Agreement, Telcom-XM has the right to appoint one of the members of the Issuer's
board of directors.
On July 7, 1999, Telcom-XM and certain other entities
signatories thereto entered into the TCM Group Agreement attached as Exhibit III
to the Reporting Persons' original filing on the Schedule 13D. The parties to
the TCM Group Agreement agreed to terminate the TCM Group Agreement pursuant to
the terms of the Amended Shareholders' Agreement.
Except as described above in this Item 4 and below in Item 6,
the Reporting Persons do not have any plans or proposals that relate to or would
result in any of the actions or events specified in clauses (a) through (j) of
Item 4 of Schedule 13D. Notwithstanding the foregoing, and subject to the
restrictions under the Amended Shareholders' Agreement, the Reporting Persons
may determine to change their investment intent with respect to the Issuer at
any time in the future. Subject to the restrictions under the Amended
Shareholders' Agreement, the Reporting Persons intend to vote their shares as
they deem appropriate from time to time. In determining from time to time
whether to sell the shares of the Issuer's Class A Stock (and in what amounts)
or to retain such shares, the Reporting Persons will take into consideration
such
Page 6 of 17
<PAGE>
factors as they deem relevant, including the business and prospects of the
Issuer, anticipated future developments concerning the Issuer, existing and
anticipated market conditions from time to time, general economic conditions,
regulatory matters, and other opportunities available to the Reporting Persons.
The Reporting Persons reserve the right to acquire additional securities of the
Issuer in the open market, in privately negotiated transactions (which may be
with the Issuer or with third parties) or otherwise, to dispose of all or a
portion of their holdings of securities of the Issuer or to change their
intention with respect to any or all of the matters referred to in this Item 4."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended by deleting the
text following paragraph five thereof and by inserting the following immediately
after the paragraph five thereof:
"On August 10, 2000, Telcom-XM distributed 115,415 shares of
Class A Stock to certain of its members. As a result of this distribution, each
of Cherrywood, Telcom Ventures and Telcom-XM currently beneficially own
2,581,211 shares of Class A Stock, which represents 8% of the Class A Stock
outstanding.
The Reporting Persons may be deemed to be a part of a group
(within the meaning of Section 13(d) of the Exchange Act) that is composed of
the following entities by virtue of the Amended Shareholders' Agreement: (1)
General Motors Corporation ("General Motors"); (2) DIRECTV Enterprises, Inc.
("DIRECTV"); (3) Clear Channel Investments, Inc. ("Clear Channel"); (4) Motient
Corporation ("Motient"); (5) Telcom-XM Investors, L.L.C. ("Telcom-XM"); (6)
Madison Dearborn Capital Partners III, L.P. ("M-D Capital Partners"), Madison
Dearborn Special Equity III, L.P. ("M-D Special Equity"), and Special Advisors
Fund I, L.L.C. ("Special Advisors," and, together with M-D Capital Partners and
M-D Special Equity, "Madison Dearborn"); (7) Baron Asset Fund, Baron
iOpportunity Fund and Baron Capital Asset Fund (collectively, "Baron"); (8)
Columbia XM Radio Partners, LLC ("Columbia XM Radio"), Columbia Capital Equity
Partners III (QP), L.P. ("Columbia Capital Equity")and Columbia XM Satellite
Partners III, LLC ("Columbia XM Satellite and together with Columbia XM Radio
and Columbia Capital Equity, "Columbia"); (9) AEA XM Investors I LLC and AEA XM
Investors II LLC (collectively, "AEA"); and (10) American Honda Motor Co., Inc.
("Honda"). The Reporting Persons expressly disclaim beneficial ownership of the
shares of Class A Stock of the Issuer held by the other members of the group,
and the filing of this Statement by the Reporting Persons shall not be construed
as an admission by the Reporting Persons that they are, for purposes of Section
13(d) of the Exchange Act, the beneficial owner of any of the shares of Class A
Stock of the Issuer held by the other members of the group.
Based solely upon the Available Data, the Reporting Persons
believe that, as of August 8, 2000, the members of the group beneficially owned
the number of shares of Class A Stock of the Issuer set forth in the table
below, constituting in each case that percentage of the Class A Stock of the
Issuer outstanding on August 8, 2000 set forth in
Page 7 of 17
<PAGE>
the table. The Issuer's Series A convertible preferred stock is convertible into
Class A Stock on a one-for-one basis. The Issuer's Series C Preferred Stock is
convertible into shares of Class A Stock at the current conversion price of
$26.50.
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares Percentage
------------------------ ---------------- ----------
<S> <C> <C>
MOTIENT 16,757,262 34.3%
GM 11,861,221 27.0%
DIRECTV 6,307,969 16.4%
CLEAR CHANNEL 8,329,877 25.8%
COLUMBIA 3,531,343 10.9%
MADISON DEARBORN 4,663,418 14.4%
AEA 2,264,151 7.0%
HONDA 1,886,792 5.8%
BARON 2,253,314 7.0%
</TABLE>
Except for the transactions reported in this Statement, the
Reporting Persons have not engaged in any other transactions in the Issuer's
Class A Stock within the past 60 days.
To the best knowledge of the Reporting Persons, none of the
Reporting Persons' executive officers, managing directors or general partners
(as applicable) has effected any transactions in the Class A Stock within the
past 60 days.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and on the Available Data, the
Reporting Persons believe that: (1) on October 8, 1999, each of General Motors
and DIRECTV acquired from the Issuer in a private placement 5,393,252 shares of
the Issuer's Series A convertible preferred stock upon conversion of $50,000,000
principal amount (plus accrued interest) of convertible subordinated notes
previously issued to each of General Motors and DIRECTV by the Issuer, at a
conversion price of approximately $9.52 per share, (2) on October 8, 1999, each
of General Motors and DIRECTV acquired 160,000 shares of the Issuer's Class A
Stock in the Issuer's initial public offering (the "Offering"), at a purchase
price of $12.00 per share, the initial public offering price of the Class A
Stock, and (3) on August 8, 2000, DIRECTV acquired 20,000 shares of the Issuer's
Series C Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's
Registration Statement, dated June 13, 2000, and on the Available Data, the
Reporting Persons believe that: (1) on October 8, 1999, Clear Channel acquired
from the Issuer in a private placement 8,089,877 shares of Class A Stock upon
conversion of $75,000,000 principal amount (plus accrued interest) of a
convertible subordinated note previously issued to Clear Channel by the Issuer,
at a conversion price of approximately $9.52 per share, and
Page 8 of 17
<PAGE>
(2) on October 8, 1999, Clear Channel acquired 240,000 shares of the Issuer's
Class A Stock in the Offering, at a purchase price of $12.00 per share, the
initial public offering price of the Class A Stock.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and on the Available Data, the
Reporting Persons believe that: (1) on October 8, 1999 Columbia acquired from
the Issuer in a private placement 2,696,626 shares of Class A Stock upon
conversion of $25,000,000 principal amount (plus accrued interest) of
convertible subordinated notes previously issued to Columbia by the Issuer, at a
conversion price of approximately $9.52 per share, (2) on October 8, 1999
Columbia acquired 80,000 shares of the Issuer's Class A Stock in the Offering,
at a purchase price of $12.00 per share, the initial public offering price of
the Class A Stock, (3) on August 8, 2000, Columbia XM Radio acquired 4,500
shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000
per share, (4) on August 8, 2000, Columbia XM Satellite acquired 8,203.313
shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000
per share, and (5) on August 8, 2000, Columbia Capita Equity acquired 7,296.687
acquired shares of the Issuer's Series C Preferred Stock at a purchase price of
$1,000 per share.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and on the Available Data, the
Reporting Persons believe that: (1) on October 8, 1999, M-D Capital Partners
acquired from the Issuer in a private placement 2,622,200 shares of Class A
Stock upon conversion of $24,310,000 principal amount (plus accrued interest) of
convertible subordinated notes previously issued to M-D Capital Partners by the
Issuer, at a conversion price of approximately $9.52 per share, (2) on October
8, 1999, M-D Capital Partners acquired 80,000 shares of the Issuer's Class A
Stock in the Offering, at a purchase price of $12.00 per share, the initial
public offering price of the Class A Stock and (3) on August 8, 2000, M-D
Capital Partners acquired 48,914 shares of the Issuer's Series C Preferred Stock
at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and on the Available Data, the
Reporting Persons believe that: (1) on October 8, 1999, M-D Special Equity
acquired from the Issuer in a private placement 58,247 shares of Class A Stock
upon conversion of $540,000 principal amount (plus accrued interest) of
convertible subordinated notes previously issued to M-D Special Equity by the
Issuer, at a conversion price of approximately $9.52 per share and (2) on August
8, 2000, M-D Special Equity acquired 1,086 shares of the Issuer's Series C
Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and on the Available Data, the
Reporting Persons believe that on October 8, 1999, Special Advisors acquired
from the Issuer in a private placement 16,179 shares of Class A Stock upon
conversion of $150,000 principal amount (plus accrued interest) of convertible
subordinated notes previously issued to Special Advisors by the Issuer, at a
conversion price of approximately $9.52 per share.
Page 9 of 17
<PAGE>
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and on the Available Data, the
Reporting Persons believe that: (1) in January 1999, Motient loaned the Issuer
approximately $21.4 million, in exchange for shares of common stock of the
Issuer and a note convertible into additional shares of common stock of the
Issuer, (2) on July 7, 1999, Motient acquired from XM Ventures, a trust
established by Worldspace, all of Worldspace's debt and equity interests in the
Issuer, other than a $75 million loan from Worldspace to the Issuer, in exchange
for 8,614,244 shares of Motient's common stock, par value $.01 per share (the
"Exchange Transaction"), (3) immediately after the Exchange Transaction, the
Issuer reorganized its capital structure and the shares of common stock of the
Issuer owned by Motient were exchanged on a one-for-one basis for shares of
Class B Common Stock and as a result, Motient owned 125 shares of Class B Common
Stock of the Issuer, which constituted 100% of the outstanding Class B Common
Stock, and which were the only shares of the Issuer's capital stock then
outstanding; also as part of this reorganization, certain of the debt interests
acquired by Motient in the Exchange Transaction were exchanged for a single
convertible note issued by the Issuer, convertible into shares of the Issuer's
Class B Common Stock, (4) in September 1999, the Issuer effected a 53,514 for 1
stock split and as a result, the 125 shares of Class B Common Stock then owned
by Motient were exchanged for 6,689,250 shares of Class B Common Stock, (5) on
October 8, 1999, upon the completion of the Offering, all of the convertible
notes of the Issuer owned by Motient converted into 11,182,926 shares of Class B
Common Stock and as a result of this conversion, as of October 8, 1999, Motient
owned an aggregate of 17,872,176 shares of Class B Common Stock, (6) on October
8, 1999, Motient acquired 200,000 shares of the Issuer's Class A Stock in the
Offering, at a purchase price of $12.00 per share, the initial public offering
price of the Class A Stock, and (7) on January 17, 2000, Motient transferred
1,314,914 shares of the Issuer's Class A Stock to Baron Asset Fund pursuant to
the terms of a note issued by Motient to Baron Asset Fund.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and in the Available Data, the
Reporting Persons believe that: (1) on August 8, 2000, AEA XM Investors I LLC
acquired 6,869 shares of the Issuer's Series C Preferred Stock at a purchase
price of $1,000 per share, and (2) on August 8, 2000, AEA XM Investors II LLC
acquired 53,131 shares of the Issuer's Series C Preferred Stock at a purchase
price of $1,000 per share.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and in the Available Data, the
Reporting Persons believe that on August 8, 2000, Honda acquired 50,000 shares
of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per
share.
Based solely upon the information set forth in the Issuer's
Registration Statement, filed June 13, 2000, and in the Available Data, the
Reporting Persons believe that: (1) on January 17, 2000, Baron Asset Fund
acquired 1,314,914 shares of the Issuer's Class A Stock from Motient pursuant to
the terms of a note issued by Motient to Baron Asset Fund, (2) on August 8,
2000, Baron Asset Fund acquired 31,000 shares of the
Page 10 of 17
<PAGE>
Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, (3)
on August 8, 2000, Baron iOpportunity Fund acquired 2,000 shares of the Issuer's
Series C Preferred Stock at a purchase price of $1,000 per share, and (4) on
August 8, 2000, Baron Capital Asset Fund acquired 2,000 shares of the Issuer's
Series C Preferred Stock at a purchase price of $1,000 per share.
The Reporting Persons do not know of any other person having
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Class A Stock of the Issuer
beneficially owned by the Reporting Persons.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby deleted in its entirety
and the following is inserted in lieu thereof:
"AMENDED SHAREHOLDERS' AGREEMENT.
Set forth below is a description of certain material
provisions of the Amended Shareholders' Agreement:
GOVERNANCE PROVISIONS. The Issuer's board of directors consists of eleven
members, one of whom is selected by Telcom-XM, one of whom is selected by
General Motors or DIRECTV, one of whom is selected by Clear Channel, one of whom
is selected by AEA Investors, five of whom are selected by Motient, and two
independent directors, one of whom must be approved by Motient, and one of whom
must be approved by a majority of the other parties to the Amended Shareholders'
Agreement. Following receipt of approval of the FCC to transfer control of the
Issuer from Motient to a diffuse group of shareholders, the Issuer's board of
directors will consist of ten members, one of whom will be selected by
Telcom-XM, one of whom will be selected by General Motors or DIRECTV, one of
whom will be selected by Clear Channel, one of whom will be selected by AEA
Investors, three of whom will be selected by Motient, two independent directors
of recognized industry experience and stature whose nominations must be approved
by Motient and the other parties to the Amended Shareholders' Agreement, and one
of whom will be the Issuer's President and Chief Executive Officer. The
foregoing board rights are subject to the parties to the Amended Shareholders'
Agreement maintaining their original investment or certain minimum share
percentages in the Issuer.
CONVERSION OF CLASS B COMMON STOCK TO CLASS A STOCK. The Class B Common Stock
owned by Motient is convertible into Class A Stock, on a one-for-one basis, at
any time at Motient's discretion. In addition, under the Amended Shareholders'
Agreement, the holders of a majority of the outstanding shares of Class A Stock,
which must include at least 20% of the public holders of the Class A Stock, may
require conversion by Motient. This conversion will not be effected, however, if
the FCC does not approve the transfer of control of the Issuer from Motient to a
diffuse group of shareholders.
Page 11 of 17
<PAGE>
NON-COMPETITION. Motient has agreed not to compete with the Issuer in the
satellite radio business in the United States for so long as Motient holds 5% of
the Issuer's common stock and for a period of three years following any transfer
which results in Motient owning less than 5% of the Issuer's common stock.
AMENDED REGISTRATION RIGHTS AGREEMENT.
In addition to the contracts and agreements described above
and in Item 4 above, Telcom-XM has certain registration rights with respect to
the shares of Class A Stock, pursuant to the Amended and Restated Registration
Rights Agreement, dated as of August 8, 2000 (the "Amended Registration Rights
Agreement"), by and among the Issuer, Telcom-XM and certain other stockholders
named therein. Commencing July 7, 2000, certain stockholders that are party to
the Amended Registration Rights Agreement are entitled to demand registration
with respect to their Class A Stock, including shares issuable upon conversion
of other securities. The Series C investors receive their demand right beginning
on August 9, 2000. These rights are subject to the Issuer's right to defer the
timing of a demand registration and an underwriters' right to cut back shares in
an underwritten offering. In addition to these demand rights, following the
Issuer's commencement of commercial operation, parties to the Amended
Registration Rights Agreement holding, in the aggregate, the shares of Class A
Stock having a fair market value of not less than $25,000,000, may request the
Issuer to file a registration statement pursuant to Rule 415. The Series C
investors also have a right to demand registration upon a change of control of
the Company. Parties to the Amended Registration Rights Agreement also have
rights to include their Class A Stock in registered offerings initiated by the
Issuer, other than an offering for high yield debt.
TCM GROUP AGREEMENT
The TCM Group Agreement provided for good faith cooperation
among the parties thereto regarding the exercise of registration rights and the
appointment of a member of the Issuer's board of directors. The TCM Group
Agreement terminated as of August 8, 2000, pursuant to the terms of the Amended
Shareholders' Agreement, and is of no further force and effect.
Other than the Amended Shareholders' Agreement and the Amended
Registration Rights Agreement, there are no contracts, arrangements,
understandings, or relationships between the Reporting Persons or, to the best
of their knowledge, any executive officer or director of the Reporting Persons,
and any other person with respect to any securities of the Issuer, including any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Issuer, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies."
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Page 12 of 17
<PAGE>
The documents which have been filed as Exhibits 1 through 3 to
the Schedule 13D are hereby incorporated by reference.
Exhibit 4. Amended and Restated Shareholders' Agreement, dated as of August 8,
2000, by and among XM Satellite Radio Holdings Inc., Motient Corporation, Baron
Asset Fund, Baron iOpportunity Fund, Baron Capital Asset Fund, Clear Channel
Investments, Inc., Columbia XM Radio Partners, LLC, Columbia Capital Equity
Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC, DIRECTV
Enterprises, Inc., General Motors Corporation, Madison Dearborn Capital Partners
III, L.P., Special Advisors Fund I, LLC, Madison Dearborn Special Equity III,
L.P., American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C.
(incorporated by reference to the Issuer's to Exhibit 10.1 to Amendment No. 1 to
the Issuer's Registration Statement on Form S-1 (File No. 333-39176)).
Exhibit 5. Amended and Restated Registration Rights Agreement, dated as of
August 8, 2000, by and among XM Satellite Radio Holdings Inc., Motient
Corporation, Baron Asset Fund, Baron iOpportunity Fund, Baron Capital Asset
Fund, Clear Channel Investments, Inc., Columbia XM Radio Partners, LLC, Columbia
Capital Equity Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC,
DIRECTV Enterprises, Inc., General Motors Corporation, Madison Dearborn Capital
Partners III, L.P., Special Advisors Fund I, LLC, Madison Dearborn Special
Equity III, L.P., American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C.
(incorporated by reference to the Issuer's to Exhibit 10.2 to Amendment No. 1 to
the Issuer's Registration Statement on Form S-1 (File No. 333-39176)).
Page 13 of 17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: August 28, 2000
CHERRYWOOD HOLDINGS, INC.
By: /s/ Rahul Prakash
------------------------------------
Name: Rahul Prakash
Title: Vice President
Page 14 of 17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: August 28, 2000
TELCOM VENTURES, L.L.C.
By: /s/ Rahul Prakash
-----------------------------------
Name: Rahul Prakash
Title: President
Page 15 of 17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: August 28, 2000
TELCOM-XM INVESTORS, L.L.C.
By: /s/ Rahul Prakash
-----------------------------------
Name: Rahul Prakash
Title: President
Page 16 of 17
<PAGE>
SCHEDULE I
JOINT FILING AGREEMENT
The undersigned parties hereby agree that Amendment No. 1 to the
Schedule 13D filed herewith relating to the Class A Common Stock of XM Satellite
Radio Holdings, Inc. is being filed jointly with the Securities and Exchange
Commission pursuant to Rule 13d-1(f) on behalf of each such person.
Date: August 28, 2000
CHERRYWOOD HOLDINGS, INC.
By: /s/ Rahul Prakash
-----------------------------------
Name: Rahul Prakash
Title: Vice President
TELCOM VENTURES, L.L.C.
By: /s/ Rahul Prakash
-----------------------------------
Name: Rahul Prakash
Title: President
TELCOM-XM INVESTORS, L.L.C.
By: /s/ Rahul Prakash
-----------------------------------
Name: Rahul Prakash
Title: President
Page 17 of 17
