PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND EXHIBIT FILED AS REQUIRED BY ITEM 4 OF FORM
11-K
- -------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits
with Supplemental Fund Information as of December 31, 1998 3
Statement of Net Assets Available for Plan Benefits
with Supplemental Fund Information as of December 31, 1997 4
Statement of Changes in Net Assets Available for Plan Benefits
with Supplemental Fund Information for the Year Ended
December 31, 1998 5
Statement of Changes in Net Assets Available for Plan Benefits
with Supplemental Fund Information for the Period from June 1, 1997
(Inception) to December 31, 1997 6
Notes to Financial Statements 7-10
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes as of 11
December 31, 1998
Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998 12
Exhibit 23 - Consent of Independent Auditors 14
1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees of the
PanAmSat Corporation Retirement Savings Plan
We have audited the statements of net assets available for benefits of the
PanAmSat Corporation Retirement Savings Plan (the "Plan") as of December 31,
1998 and 1997, and the related statements of changes in net assets available for
benefits for the year ended December 31, 1998 and for the period from June 1,
1997 (Inception) to December 31, 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 and for the period from June 1, 1997 (Inception) to
December 31, 1997, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental fund information in the statement of net assets available
for benefits and the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present
information regarding the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental schedules
and the supplemental fund information are the responsibility of the Plan's
management. The supplemental schedules and supplemental fund information have
been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
Deloitte & Touche LLP
June 10, 1999
2
<PAGE>
<TABLE>
<CAPTION>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL FUND
INFORMATION AS OF DECEMBER 31, 1998
Supplemental Fund Information
---------------------------------------------------------------------------
Blackrock
Small Merrill
Federated Massachusetts Capital Ivy Lynch
Bond Investors Growth International Retirement
Fund Trust Fund Fund Trust
Investments,
at fair value:
<S> <C> <C> <C> <C> <C>
Mutual Funds $387,596 $7,092,292 $1,076,978 $972,305 $3,326,297
Common Stock - - - - -
Participant
Loans - - - - -
Dividends
receivable - - - - -
-------- ---------- ---------- -------- ----------
Net assets
available
for benefits $387,596 $7,092,292 $1,076,978 $972,305 $3,326,297
======== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Fund Information
------------------------------------------------------------------------------------------
Merrill
Lynch Merrill PanAmSat
Global Lynch Corporation
Allocation Growth Stock Participant
Fund Fund Fund Loans Total
Investments,
at fair value:
<S> <C> <C> <C> <C> <C>
Mutual Funds $2,058,879 $1,244,771 $ - $ - $16,159,118
Common Stock - - 2,825,961 - 2,825,961
Participant
Loans - - - 879,353 879,353
Dividends
receivable - - 8,912 - 8,912
---------- ---------- --------- -------- -----------
Net assets
available
for benefits $2,058,879 $1,244,771 $2,834,873 $879,353 $19,873,344
========== ========== ========== ======== ===========
See notes to financial statements
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL FUND
INFORMATION AS OF DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Fund Information
---------------------------------------------------------------------------------------
Blackrock Merrill
Small Merrill Lynch
Federated Massachusetts Capital Ivy Lynch Global
Bond Investors Growth International Retirement Allocation
Fund Trust Fund Fund Trust Fund
Investments, at fair value:
<S> <C> <C> <C> <C> <C> <C>
Mutual Funds $200,644 $5,396,138 $476,303 $433,791 $2,019,378 $2,469,129
Common Stock - - - - - -
Participant Loans - - - - - -
-------- ---------- -------- -------- ---------- ----------
Net assets available
for benefits $200,644 $5,396,138 $476,303 $433,791 $2,019,378 $2,469,129
======== ========== ======== ======== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Fund Information
------------------------------------------------------------------------------------------------
General
Motors
Merrill Raytheon New PanAmSat
Lynch Corporation Class H Corporation
Growth Stock Stock Stock Participant
Fund Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Mutual Funds $971,099 $ - $ - $ - $ - $11,966,482
Common Stock - 1,018,978 1,319,207 1,467,981 - 3,806,166
Participant
Loans - - - - 410,254 410,254
-------- --------- ---------- ---------- -------- -----------
Net assets available
for benefits $971,099 $1,018,978 $1,319,207 $1,467,981 $410,254 $16,182,902
======== ========== ========== ========== ======== ===========
See notes to financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL FUND
INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
Supplemental Fund Information
-----------------------------------------------------------------------------------------------
Blackrock Merrill
Small Merrill Lynch
Federated Massachusetts Capital Ivy Lynch Global
Bond Investors Growth International Retirement Allocation
Fund Trust Fund Fund Trust Fund
ADDITIONS:
Investment Income:
Net appreciation (depreciation)
<S> <C> <C> <C> <C> <C> <C>
in fair value of investments $ (6,495) $ 888,391 $ 70,344 $14,673 $ - $(248,318)
Dividends and interest 24,224 403,917 - 16,379 170,574 243,532
Participant contributions 85,555 371,837 306,364 278,528 87,970 336,729
Employer contributions - - - - - -
---------- ---------- ---------- --------- ---------- ---------
Total additions 103,284 1,664,145 376,708 309,580 258,544 331,943
---------- ---------- ---------- --------- ---------- ---------
DEDUCTIONS:
Distributions to participants (9,836) (384,493) (29,959) (35,450) (46,472) (245,845)
INTERFUND TRANSFERS 93,504 416,502 253,926 264,384 1,094,847 (496,348)
---------- ---------- ---------- --------- ---------- ----------
NET INCREASE (DECREASE) 186,952 1,696,154 600,675 538,514 1,306,919 (410,250)
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 200,644 5,396,138 476,303 433,791 2,019,378 2,469,129
---------- ---------- ---------- --------- ---------- ----------
End of year $ 387,596 $7,092,292 $1,076,978 $972,305 $3,326,297 $2,058,879
========== ========== ========== ========= ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Fund Information
----------------------------------------------------------------------------------------------------------
General
Merrill Raytheon Motors PanAmSat
Lynch Corporation Class H Corporation
Growth Stock Stock Stock Participant
Fund Fund Fund Fund Loans Total
ADDITIONS:
Investment Income:
Net appreciation (depreciation)
<S> <C> <C> <C> <C> <C> <C>
in fair value of investments $(403,473) $151,708 $203,734 $ (322,757) $ - $ 347,807
Dividends and interest 21,769 - - 9,833 49,079 939,307
Participant contributions 487,628 - - 382,118 - 2,336,729
Employer contributions - - - 1,038,612 - 1,038,612
---------- ---------- ---------- ---------- ---------- ---------
Total additions 105,924 151,708 203,734 1,107,806 49,079 4,662,455
---------- ---------- ---------- ---------- ---------- ---------
DEDUCTIONS:
Distributions to participants (60,857) (10,487) (17,917) (124,638) (6,059) (972,013)
INTERFUND TRANSFERS 228,605 (1,160,199) (1,505,024) 383,724 426,079 -
---------- ---------- ---------- ---------- ---------- ---------
NET INCREASE (DECREASE) 273,672 (1,018,978) (1,319,207) 1,366,892 469,099 3,690,442
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 971,099 1,018,978 1,319,207 1,467,981 410,254 16,182,902
---------- ---------- ---------- ---------- ---------- ----------
End of year $1,244,771 $ - $ - $2,834,873 $ 879,353 $19,873,344
========== ========== ========== ========== ========== ===========
See notes to financial statements.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL FUND
INFORMATION FOR THE PERIOD FROM JUNE 1, 1997 (INCEPTION) TO DECEMBER 31, 1997
Supplemental Fund Information
----------------------------------------------------------------------------------------------------------
Blackrock Merrill
Small Merrill Lynch
Federated Massachusetts Capital Ivy Lynch Global
Bond Investors Growth International Retirement Allocation
Fund Trust Fund Fund Trust Fund
ADDITIONS:
Investment Income:
Net appreciation (depreciation)
<S> <C> <C> <C> <C> <C> <C>
in fair value of investments $ 2,368 $ 81,400 $ (18,236) $ (33,181) $ - $ (263,496)
Dividends and interest 3,917 392,296 25,198 9,902 66,262 307,644
Participant contributions 76,464 275,788 199,890 245,756 208,846 602,579
Employer contributions - - - - - -
---------- ---------- ---------- --------- ---------- ---------
Total additions 82,749 749,484 206,852 222,477 275,108 646,727
---------- --------- ---------- --------- ---------- ---------
DEDUCTIONS:
Distributions to participants (183) (21,622) (1,242) (1,215) (27,057) (14,937)
INTERFUND TRANSFERS 78,995 44,411 147,913 139,250 (131,620) (20,778)
---------- ---------- ---------- --------- ---------- ---------
NET INCREASE (DECREASE) 161,561 772,273 353,523 360,512 116,431 611,012
TRANSFER OF ASSETS
FROM PREDECESSOR PLANS 39,083 4,623,865 122,780 73,279 1,902,947 1,858,117
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year - - - - - -
---------- ---------- ---------- --------- ----------- ----------
End of year $ 200,644 $5,396,138 $ 476,303 $ 433,791 $ 2,019,378 $2,469,129
========== ========== ========== ========= =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Supplemental Fund Information
----------------------------------------------------------------------------------------------------------
Merrill Raytheon General PanAmSat
Lynch Corporation Motors Corporation
Growth Stock Class H Stock Participant
Fund Fund Stock Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Net appreciation (depreciation)
in fair value of investments $ (58,087) $ 373,695 $ (98,255) $ 368,591 $ - $ 354,829
Dividends and interest 69,687 - 20,807 - 19,628 915,341
Participant contributions 388,499 - - 204,283 - 2,202,105
Employer contributions - - - 467,391 - 467,391
---------- ---------- ---------- --------- ----------- ----------
Total additions 400,099 373,695 (77,418) 1,040,265 19,628 3,939,666
---------- ---------- ---------- --------- ----------- ----------
DEDUCTIONS:
Distributions to participants (2,502) - (75,014) (81,375) (8,031) (233,178)
INTERFUND TRANSFERS 175,554 645,283 (1,019,862) 3,461 (62,607) -
---------- ---------- ---------- --------- ----------- ----------
NET INCREASE (DECREASE) 573,151 1,018,978 (1,172,294) 962,351 (51,010) 3,706,488
TRANSFER OF ASSETS
FROM PREDECESSOR PLANS 397,948 - 2,491,501 505,630 461,264 12,476,414
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year - - - - - -
---------- ---------- ---------- --------- ---------- -----------
End of year $ 971,099 $1,018,978 $1,319,207 $1,467,981 $ 410,254 $16,182,902
========== ========== ========== ========== ========== ===========
See notes to financial statements.
6
</TABLE>
<PAGE>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE PERIOD FROM JUNE 1, 1997
(INCEPTION) TO DECEMBER 31, 1997
- --------------------------------------------------------------------------------
1. PLAN MERGER
As of May 16, 1997, PanAmSat Corporation, a Delaware corporation ("PanAmSat" or
the "Company") commenced operations upon the merger of PanAmSat International
Systems, Inc. (then operating under its previous name, PanAmSat Corporation) and
the Galaxy Satellite Services division of Hughes Communications, Inc. As a
result, the Company established a new voluntary defined contribution plan, the
PanAmSat Corporation Retirement Savings Plan (the "Plan"), effective June 1,
1997. The 401(k) plan maintained by the predecessor corporation was merged into
the new Plan. The account balances of the employees of the Galaxy Satellite
Services division of Hughes Communications, Inc. held in the Hughes Salaried
Employees' Thrift and Savings Plan were transferred to the Plan.
2. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
General - The Plan is a voluntary defined contribution plan. Generally, all
employees of the Company who have completed 1 month of service are eligible to
participate in the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Participant Contributions - Eligible employees can elect to defer a percentage
of their compensation by means of a pretax contribution to the Plan, up to an
annual maximum of 16% of compensation, provided such amount withheld does not
exceed a maximum dollar amount established under the Internal Revenue Code
($10,000 and $9,500 in 1998 and 1997, respectively).
Employer Matching Contributions - The Company contributes on a matching basis an
amount equal to 100 %, of up to the first 4 % of each participants'
compensation, which is invested in PanAmSat Corporation common stock. Matching
Contributions with respect to Elective Deferrals made in any calendar year must
remain invested in that form for a period of time which is at least the January
1 following one calendar year after the calendar year in which such contribution
is made.
Vesting - There is 100% vesting of employee and employer contribution
immediately upon participation.
Investment Options - (As described in investment prospectus)
Merrill Lynch Retirement Trust - The objective of this fund is to
provide a high degree of safety of principal, liquidity and
diversification by investing in investment grade fixed income
securities. A portion of this fund's investments are guaranteed
investment contracts. Plan assets invested in this fund are recorded
at contract value (which represents contributions made under the
contract, plus earnings, less withdrawals). The average yield was
approximately 6.48% during 1998, with stated interest rates ranging
from 4.50% to 8.19% at December 31, 1998. Generally fair value of plan
assets invested approximates contract value, which was approximately
$3,326,297 at December 31, 1998.
7
<PAGE>
Merrill Lynch Global Allocation Fund - This fund seeks the
highest total investment return with prudent risk. The fund invests in
U.S. and foreign equities and bonds, and money market instruments.
Merrill Lynch Growth Fund - This fund seeks long-term growth
of capital and, secondarily, income. The fund invests in equity
securities with principal emphasis on issuers believed to be
undervalued.
Federated Bond Fund - The objective of this fund is to
provide as high a level of current income as is consistent with the
preservation of capital by investing primarily in a portfolio of
investment grade bonds.
Massachusetts Investors Trust - The objective of this fund is
to provide reasonable current income and long-term growth of capital
and income by investing in common stock and/or securities convertible
into common stock.
Blackrock Small Capital Growth Fund - This fund seeks to
provide long-term capital appreciation through investment in small
capital stocks with earnings growth potential.
Ivy International Fund - The principal objective of this fund
is long-term capital growth primarily through investment in equity
securities.
General Motors Class H Stock Fund - Funds are invested in
General Motors Corporation Class H common stock. In December 1998,
each issued and outstanding share of General Motors Class H common
stock was recapitalized and converted into one share of a new class of
common stock, "New General Motors Class H Common Stock," and the right
to receive 0.56240 shares of Class A common stock, which was renamed
Raytheon Corporation common stock. During the 1998 Plan year, the
investments in this fund were liquidated and redirected to other
investment funds. No additional contributions to this fund are allowed
under the Plan.
Raytheon Corporation Stock Fund - Funds are invested in
Raytheon Corporation common stock. During the 1998 Plan year, the
investments in this fund were liquidated and redirected to other
investment funds. No additional contributions to this fund are allowed
under the Plan.
PanAmSat Corporation Stock Fund - Funds are invested in
PanAmSat Corporation common stock.
Participant Accounts - Each Participant's account is credited with the
participant's contribution and allocation of any Employer contribution and Plan
earnings. Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Participant Loans - Participants can borrow from their fund accounts. Loan
amounts may not exceed the lesser of: (a) 50% of the participant's vested
balance or (b) $50,000 reduced by the excess (if any) of the highest outstanding
balance of loans from the Plan to the Participant during the one year period
ending on the day before the date on which such loan is made, over the
outstanding balance of loans from the Plan to the participant on the date on
which such loan was made. Loan transactions are treated as directed investments
to (from) the investment fund from (to) the Participant Loan Fund. Loan terms
cannot exceed five years, except for the purchase of a principal residence. All
loans bear a reasonable rate of interest as determined by the Company, based on
prevailing interest rates.
Payment of Benefits - On termination of service due to death, disability,
retirement, or other termination, a participant or the lawfully designated
beneficiary would receive a lump-sum amount equal to the value of the
participant's vested interest in his or her account. Alternatively, the payment
could be made in installments over
8
<PAGE>
any period which does not exceed the life expectancy of a participant or, in the
event of a participant's death, the participant's beneficiary.
Participant Distributions - Participants could withdraw, without penalty, their
vested interest upon termination of the Plan, retirement, death, disability,
hardship, separation from service or sale of the Company.
Plan Termination - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan have been prepared on
the accrual basis of accounting.
Investments - Investments held in the funds are valued on the basis of quoted
market value. Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date. The Plan's investment assets are maintained and
administered by Merrill Lynch Trust Company (the "Custodian") for the benefit of
participants. The following investments comprised 5% or more of the total assets
of the Plan as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
PanAmSat Corporation Stock Fund $ 2,825,961 $ 1,467,981
Merrill Lynch Retirement Trust 3,326,297 2,019,378
Merrill Lynch Global Allocation Fund 2,058,879 2,469,129
Merrill Lynch Growth Fund 1,244,771 971,099
Blackrock Small Capital Growth Fund 1,076,978 -
Massachusetts Investors Trust 7,092,292 5,396,138
Raytheon Corporation Stock Fund - 1,018,978
General Motors New Class H Stock Fund - 1,319,207
</TABLE>
Payment of Benefits - Distributions to participants are recorded when paid.
Expenses of the Plan - All administrative expenses of the Plan including
custodian, recordkeeping, audit and legal expenses are paid by the Company and
are not reimbursed by the Plan. Certain fees are assessed by the Custodian for
the processing of participant loans. These fees are deducted from the related
participants' account.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and changes therein during the
reporting period. Actual amounts could differ from those estimates.
4. PARTY-IN-INTEREST TRANSACTIONS
The Plan has investments and transactions with parties-in-interest, those
parties being Merrill Lynch, PanAmSat Corporation, and participants with loan
balances. Therefore, investment transactions with such funds qualify as
parties-in-interest transactions as defined by the Employee Retirement Income
Security Act of 1974.
9
<PAGE>
5. TAX STATUS
The sponsor adopted a voluntary defined contribution Plan effective June 1,
1997. The Plan administrator will be applying for an IRS determination on the
Plan as adopted. The Plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
******
10
<PAGE>
<TABLE>
<CAPTION>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Description
of Current
Identity of Party Investment Cost Value
<S> <C> <C> <C>
*PanAmSat Corporation Stock Fund 72,556 shares $ 2,961,354 $ 2,825,961
*Merrill Lynch Retirement Trust 3,326,297 units 3,326,297 3,326,297
*Merrill Lynch Global Allocation Fund 163,403 units 2,463,950 2,058,879
*Merrill Lynch Growth Fund 58,004 units 1,607,595 1,244,771
Federated Bond Fund 39,112 units 392,184 387,596
Blackrock Small Capital Growth Fund 50,162 units 1,013,622 1,076,978
Ivy International Fund 23,600 units 985,691 972,305
Massachusetts Investors Trust 350,277 units 6,212,483 7,092,292
*Participant Loans 120 loans at prime
plus 1% interest 879,353 879,353
-------------- -------------
$ 19,842,529 $ 19,864,432
============== =============
* Party-in-interest.
</TABLE>
11
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<TABLE>
<CAPTION>
PANAMSAT CORPORATION RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Net
Purchase Selling Cost of Gain
Description of Asset Price Price Asset (Loss)
SINGLE TRANSACTIONS:
<S> <C> <C> <C> <C> <C>
*Merrill Lynch Retirement Trust $ 1,031,288 $ - $ - $ -
SERIES OF TRANSACTIONS:
*General Motors Stock, Class H - 1,559,181 1,316,477 242,704
*PanAmSat Corporation Stock 2,761,182 1,068,614 994,644 73,970
*Merrill Lynch Retirement Trust 2,039,649 - - -
*Merrill Lynch Global Allocation Fund - 932,678 1,041,107 (108,429)
*Merrill Lynch Growth Fund 1,079,364 - - -
Massachusetts Investors Trust 1,858,649 1,050,884 971,907 78,977
* Party-in-interest.
12
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Corporate Employee Benefits Committee of PanAmSat Corporation has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
PanAmSat Corporation Retirement Savings Plan
June 29, 1999 By: /s/ Kenneth N. Heintz
Kenneth N. Heintz, Committee Chairman
Corporate Employee Benefits
Committee of PanAmSat Corporation
13
<PAGE>
EXHIBIT 23
Letterhead of Deloitte & Touche LLP
Stamford Harbor Park Telephone (203) 708-4000
333 Ludlow Street Facsimile (203) 708-4797
P.O. Box 10098
Stamford, Connecticut 06904
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-28253 of PanAmSat Corporation on Form S-8 of our report dated June 10,
1999 appearing in this Annual Report on Form 11-K of the PanAmSat Corporation
Retirement Savings Plan for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
June 29, 1999
14
