FORM 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of
the Securities Exchange Act of
1934, Section 17(a) of the
Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
|_| Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
See Instruction 1(b).
|_| Form 3 Holdings Reported
|_| Form 4 Transactions Reported
1. Name and Address of Reporting Person*: Kahn Stephen R.
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(Last) (First) (Middle)
PanAmSat Corporation One Pickwick Plaza
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(Street)
Greenwich Connecticut 06830
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol:
PanAmSat Corporation (SPOT)
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
12/31/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
__X__ Director
_____ Officer (give title below)
_____ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
__X__ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
a. Common Stock, par value $0.01 per share ("Common Stock")(1)
b. Common Stock (1)
2. Transaction Date:
(Month/Day/Year)
a. 10/09/98
b. 12/04/98
3. Transaction Code:
(Instr. 8)
a. A
b. A
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
a. 229 (2) A
b. 40 (3) A
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year:
(Instr. 3 and 4)
a.
b. 309
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
a. D
b. D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
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Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date :
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Year:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
(1) Reflects restricted shares of Common Stock acquired pursuant to the 1997
Long Term Stock Incentive Plan of PanAmSat Corporation.
(2) Reflects prorated annual director fee, payable in restricted shares which
vest as follows: 29 shares on January 9, 1999 and 100 shares on each of
February 5, 1999 and May 5, 1999.
(3) Reflects director meeting fee paid in restricted shares, which vested upon
date of grant.
*Stephen R. Kahn
** Intentional misstatements or /s/ James W. Cuminale
omissions of facts constitute -----------------------
Federal Criminal Violations. ** Signature of Reporting Person
See 18 U.S.C. 1001 and *By: James W. Cuminale
15 U.S.C. 78ff(a). Authorized Signatory
Date: 02/15/99
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
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AUTHORIZATION
The undersigned hereby appoints James W. Cuminale his Authorized
Representative to execute and file with the Securities and Exchange Commission,
in the name and on behalf of the undersigned, any and all of the following
documents pursuant to Section 16(a) of the Securities Exchange Act of 1934 and
the Rules promulgated thereunder which relate to the securities of PanAmSat
Corporation: (i) Initial Statement of Beneficial Ownership of Securities on Form
3, (ii) Statement of Changes in Beneficial Ownership on Form 4, and (iii) Annual
Statement of Changes in Beneficial Ownership on Form 5. This Authorization shall
take effect as of the date hereof and shall remain in full force and effect
until the earlier of the fifth anniversary hereof or the revocation of this
Authorization by the undersigned.
Date: October 10, 1998
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/s/ Stephen R. Kahn
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Stephen R. Kahn