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
|X| 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*: Landman Frederick A.
-------------------------------
(Last) (First) (Middle)
PanAmSat Corporation One Pickwick Plaza
-------------------------------------------
(Street)
Greenwich Connecticut 06830
-------------------------------------
(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:
12/31/99
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)
c. Common Stock (1)
d. Common Stock (1)
e. Common Stock (1)
f. Common Stock (1)
g. Common Stock (1)
h. Common Stock
2. Transaction Date:
(Month/Day/Year)
a. 04/01/99
b. 04/09/99
c. 05/05/99
d. 05/17/99
e. 07/09/99
f. 10/22/99
g. 12/03/99
h.
3. Transaction Code:
(Instr. 8)
a. A
b. A
c. A
d. A
e. A
f. A
g. A
h.
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
a. 38 (2) A $30.875
b. 40 (3) A 38.125
c. 400 (4) A 35.875
d. 40 (3) A 34.25
e. 40 (3) A 40.375
f. 40 (3) A 39.4375
g. 40 (3) A 47.1875
h.
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year:
(Instr. 3 and 4)
a.
b.
c.
d.
e.
f.
g. 2,069,722 (5)
h. 263
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
a. D
b. D
c. D
d. D
e. D
f. D
g. D
h. I
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
a.
b.
c.
d.
e.
f.
g.
h. By PanAmSat Corporation Retirement Savings Plan (401 K)
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
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)
Non-employee Director Stock Options (right to buy)
2. Conversion or Exercise Price of Derivative Security:
$35.875
3. Transaction Date :
(Month/Day/Year)
05/05/99
4. Transaction Code:
(Instr. 8)
A
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
500
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
11/05/99 (5) 11/05/04
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 500
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Year:
(Instr. 4)
500
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
(1) Reflects restricted shares of Common Stock acquired pursuant to the 1977
Long Term Stock Incentive Plan of PanAmSat Corporation.
(2) Reflects portion of annual director fee payable in restricted shares,
which vested on July 1, 1999.
(3) Reflects director meeting fee paid in restricted shares, which vested upon
date of grant.
(4) Reflects annual director fee payable in restricted shares, which vest in
equal installments on August 5, 1999, November 5, 1999, February 5, 2000
and May 5, 2000.
(5) The shares of Common Stock shown to be owned by Mr. Landman exclude
10,718,588 shares held for the benefit of the Article VII Trust Created
Under the Rene Anselmo Revocable Trust dated June 10, 1994 (the "Article
VII Trust"), and with respect to which Mr. Landman disclaims beneficial
ownership. Mr. Landman, Mary Anmselmo, Reverge Anselmo and Lourdes
Saralegui are the Joint Trustees under the Article VII Trust, which Trust
succeeded to all of the shares owned by Rene Anselmo, the former Chairman
of the Board and Chief Executive Officer of PanAmSat International Systems,
Inc. upon his death.
(6) The options become exercisable six months from date of grant.
*Frederick A. Landman
** 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: 02/14/00
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.
