<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JULY 2000
COMMISSION FILE NO. 333-8880
SATELITES MEXICANOS, S.A. DE C.V.
BLVD. M. AVILA CAMACHO NO. 40
COL. LOMAS DE CHAPULTEPEC
11000 MEXICO, D.F.
MEXICO
(525) 201-0800
The registrant files its annual report on Form 20-F.
The registrant is not furnishing the information contained in this form to
the Commission pursuant to Rule 12g3-2(b) of the Securities Exchange Act of
1934.
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<PAGE> 2
SATELITES MEXICANOS, S.A. de C.V.
FINANCIAL INFORMATION
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Financial Statements (Unaudited):
Condensed Balance Sheets as of June 30, 2000 and December
31, 1999............................................... 2
Condensed Statements of Operations for the three and six
months ended June 30, 2000 and 1999.................... 3
Condensed Statements of Cash Flows for the six months
ended June 30, 2000 and 1999........................... 4
Notes to Unaudited Condensed Financial Statements......... 5
Management's Discussion and Analysis of Results of
Operations and Financial Condition........................ 8
</TABLE>
1
<PAGE> 3
SATELITES MEXICANOS, S.A. DE C.V.
(SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.)
CONDENSED BALANCE SHEETS
(Amounts in thousands of U.S. dollars )
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED) (NOTE)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 13,352 $ 6,450
Accounts receivable, net.................................. 4,662 7,341
Due from related parties.................................. 2,360 2,889
Prepaid insurance......................................... 7,911 13,069
---------- ----------
Total current assets.............................. 28,285 29,749
Satellites and equipment, net............................... 478,093 501,174
Concessions, net............................................ 482,879 489,331
Prepaid insurance, noncurrent............................... 8,323 10,031
Deferred financing costs, net............................... 9,028 9,368
Other assets................................................ 454 460
Deferred income taxes....................................... 3,195 1,621
---------- ----------
Total assets...................................... $1,010,257 $1,041,734
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt...................... $ 1,000 $ 1,000
Accounts payable.......................................... 5,380 3,341
Accrued expenses.......................................... 2,851 3,480
Interest payable.......................................... 13,643 13,500
Deferred income taxes..................................... 1,007 3,387
Due to related parties.................................... 4,928 2,277
---------- ----------
Total current liabilities......................... 28,809 26,985
Deferred revenue -- customers............................... 5,916 7,878
Deferred revenue -- Mexican government...................... 82,235 83,335
Long-term debt.............................................. 571,500 587,000
---------- ----------
Total liabilities................................. 688,460 705,198
---------- ----------
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock.............................................. 381,287 380,533
Preferred stock........................................... 31,886 31,886
Accumulated deficit....................................... (91,376) (75,883)
---------- ----------
Total stockholders' equity........................ 321,797 336,536
---------- ----------
Total liabilities and stockholders' equity........ $1,010,257 $1,041,734
========== ==========
</TABLE>
---------------
Note: The December 31, 1999 balance sheet has been derived from the audited
financial statements at that date.
See notes to unaudited condensed financial statements.
2
<PAGE> 4
SATELITES MEXICANOS, S.A. DE C. V.
(SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.)
CONDENSED STATEMENTS OF OPERATIONS
(Amounts in thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Service revenue............................... $ 33,938 $ 25,034 $ 66,253 $ 53,011
Sales-type lease.............................. 17,000 17,000
-------- -------- -------- --------
33,938 42,034 66,253 70,011
-------- -------- -------- --------
Operating expenses:
Cost of transponders under sales-type lease... 9,543 9,543
Satellite operations.......................... 4,926 4,432 9,575 8,639
Selling and administrative expenses........... 4,986 5,388 9,974 7,441
License and management fees................... 1,191 337 2,217 731
Depreciation expense and amortization of
concessions................................ 15,424 16,229 30,794 30,401
-------- -------- -------- --------
26,527 35,929 52,560 56,755
-------- -------- -------- --------
Operating income................................ 7,411 6,105 13,693 13,256
Interest expense and amortization of deferred
financing costs............................... (15,977) (16,110) (32,377) (31,978)
Net foreign exchange gain (loss)................ (27) (29) (9) 16
-------- -------- -------- --------
Loss before income taxes........................ (8,593) (10,034) (18,693) (18,706)
Deferred income tax benefit..................... 6,956 2,070 3,954 2,245
-------- -------- -------- --------
Net loss........................................ (1,637) (7,964) (14,739) (16,461)
Preferred stock dividend requirement............ (377) (377) (754) (377)
-------- -------- -------- --------
Net loss applicable to common stockholders...... $ (2,014) $ (8,341) $(15,493) $(16,838)
======== ======== ======== ========
</TABLE>
See notes to unaudited condensed financial statements.
3
<PAGE> 5
SATELITES MEXICANOS, S.A. DE C.V.
(SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.)
CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.................................................... $(14,739) $(16,461)
Non-cash items:
Depreciation expense and amortization of concessions...... 30,794 30,401
Amortization of deferred financing costs.................. 1,070 2,178
Cost of transponders under sales-type lease............... 9,543
Deferred revenue -- customers............................. (1,962)
Deferred revenue -- Mexican Government.................... (1,100) (1,100)
Deferred income taxes..................................... (3,954) (2,245)
Changes in assets and liabilities:
Accounts receivable....................................... 2,679 (1,203)
Prepaid insurance......................................... 6,866 6,980
Accounts payable and accrued expenses..................... 1,410 (18,598)
Interest payable.......................................... 143 (340)
Due from/to related parties............................... 3,180 (17,666)
Deferred revenue -- customers............................. 5,959
Deferred financing costs and other assets................. (773) (231)
-------- --------
Cash flow provided by (used in) operating activities........ 23,614 (2,783)
-------- --------
INVESTING ACTIVITIES
Acquisition of satellites and equipment..................... (1,212) (2,996)
-------- --------
Cash flow used in investing activities...................... (1,212) (2,996)
-------- --------
FINANCING ACTIVITIES
Repayment of senior secured notes........................... (500) (35,500)
Repayment of revolving credit borrowings.................... (15,000)
Interest reserve account.................................... 9,765
Capital contributions....................................... 31,886
-------- --------
Cash flow (used in) provided by financing activities........ (15,500) 6,151
-------- --------
Increase in cash and cash equivalents....................... 6,902 372
Cash and cash equivalents -- beginning of period............ 6,450 11,883
-------- --------
Cash and cash equivalents -- end of period.................. $ 13,352 $ 12,255
======== ========
SUPPLEMENTAL DISCLOSURE
Interest paid............................................... $ 30,319 $ 31,136
======== ========
</TABLE>
See notes to unaudited condensed financial statements.
4
<PAGE> 6
SATELITES MEXICANOS, S.A. DE C.V.
(SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Amounts in U.S. dollars)
1. THE COMPANY
Satelites Mexicanos, S.A. de C.V. ("Satmex" or the "Company") owns and
operates three geosynchronous communications satellites, Solidaridad 1,
Solidaridad 2 and Satmex 5. Satmex also owns another satellite, Morelos 2, which
is in an inclined orbit. Satmex operates in one segment and is the leading
provider of fixed satellite services to broadcasting and telecommunications
customers in Mexico. Satmex has landing rights to provide broadcasting and
telecommunications transmission capacity in Mexico, the United States, Canada
and 23 nations and territories in the Latin American region.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission ("SEC")
and, in the opinion of the Company, include all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation of results of
operations, financial position and cash flows. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed as permitted pursuant to such SEC rules. The Company believes that the
disclosures made are adequate to keep the information presented from being
misleading. The results of operations for the three and six months ended June
30, 2000, are not necessarily indicative of the results to be expected for the
year. It is suggested that these financial statements be read in conjunction
with the audited financial statements and notes thereto of the Company as of
December 31, 1999.
3. ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Customers................................................... $ 5,403 $3,870
Value added tax recoverable................................. 3,139
Other....................................................... 374 1,174
Allowance for uncollectible accounts........................ (1,115) (842)
------- ------
$ 4,662 $7,341
======= ======
</TABLE>
4. SATELLITES AND EQUIPMENT
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Satellites.................................................. $ 561,362 $561,362
Equipment................................................... 24,404 22,059
Furniture and fixtures...................................... 4,768 4,394
Leasehold improvements...................................... 2,763 2,008
Construction in process..................................... 1,199 3,461
--------- --------
594,496 593,284
Accumulated depreciation.................................... (116,403) (92,110)
--------- --------
$ 478,093 $501,174
========= ========
</TABLE>
5
<PAGE> 7
SATELITES MEXICANOS, S.A. DE C.V.
(SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS--(CONTINUED)
5. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
AMOUNTS RECEIVABLE:
Holdings.................................................. $ 129 $ 112
Servicios................................................. 152 145
Principia................................................. 495 470
Loral..................................................... 60 335
Mexican government agencies............................... 1,524 1,827
------ ------
$2,360 $2,889
====== ======
AMOUNTS PAYABLE:
Loral..................................................... $2,472 $1,501
Holdings.................................................. 2,208 679
Principia................................................. 248 97
------ ------
$4,928 $2,277
====== ======
</TABLE>
Revenue
In June 1999, Loral Skynet entered into an end-of-life lease agreement with
Satmex for the use of two Ku-band transponders on Satmex 5. The agreement
provided for an up-front payment of $8.5 million for each transponder. The cost
of each transponder was approximately $4.8 million. At June 30, 1999, Satmex has
accounted for this transaction as a sales-type lease and, accordingly, recorded
revenue of $17.0 million and an operating expense of $9.5 million for the cost
of the transponders.
In addition, other revenue from related parties, principally the Mexican
government, was $5.7 million and $4.3 million for the six months ended June 30,
2000 and 1999, respectively.
Management fee
Loral and Principia are responsible for managing the Company. Loral and
Principia receive a management fee, based on a sliding scale, up to a maximum of
3.75% of the Company's quarterly gross revenue, as defined. For the six months
ended June 30, 2000 and 1999 the management fee was $1.3 million and $6,000,
respectively.
License fee
Loral has licensed certain intellectual property to the Company for an
annual fee of 1.5% of the Company's gross revenue, as defined. Fees for the six
months ended June 30, 2000 and 1999 were $941,000 and $725,000, respectively.
Rent
The equipment in the satellite control centers is owned by the Company,
while the buildings and land that house these centers are property of the
Mexican government. The Company pays rent to the Mexican government for the use
of the buildings and land. The rent expense under this agreement was $150,000
and $122,000 for the six months ended June 30, 2000 and 1999, respectively.
6
<PAGE> 8
SATELITES MEXICANOS, S.A. DE C.V.
(SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS--(CONTINUED)
Service companies
Satmex uses external services from affiliated companies to perform its
activities. Satmex pays these companies for the actual personnel costs incurred
plus a fee equal to 5% of the gross payroll and benefits, excluding payroll
taxes. For the six months ended June 30, 2000 this fee was $404,000.
Guarantee arrangements
In connection with the loan agreements certain related parties have
provided and continue to provide guarantees on behalf of the Company.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Except for the historical information contained herein, the matters
discussed in the following Management's Discussion and Analysis of Results of
Operations and Financial Condition of Satelites Mexicanos, S.A. de C.V.
("Satmex" or the "Company") are not historical facts, but are "forward-looking
statements," as that term is defined in the Private Securities Litigation Reform
Act of 1995. In addition, the Company or its representatives have made and may
continue to make forward-looking statements, orally or in writing, in other
contexts, such as in reports filed with the SEC, press releases or statements
made with the approval of an authorized executive officer of the Company. These
forward-looking statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "plans," "may," "will," "would,"
"could," "should," "anticipates," "estimates," "projects," "intend," or
"outlook" or the negative of these words or other variations of these words or
other comparable words, or by discussion of strategy that involve risks and
uncertainties. These forward-looking statements are only predictions, and actual
events or results may differ materially as a result of a wide variety of factors
and conditions, many of which are beyond the Company's control. Some of these
factors and conditions include: the Company is highly leveraged; partial or
total failure of the Company's in-orbit satellites; the Company's reliance on
certain customers; the Company's operations are located in Mexico; competition
in the Company's industry; and the Company's concessions may be revoked under
certain circumstances. For a detailed discussion of these factors and
conditions, please refer to the periodic reports filed by the Company with the
SEC. In addition, the Company operates in an industry sector where securities
values may be volatile and may be influenced by economic and other factors
beyond the Company's control.
The following should be read in conjunction with the financial statements
of the Company for the three and six months ended June 30, 2000 and 1999.
OVERVIEW
Satmex owns and operates three geosynchronous communications satellites,
Solidaridad 1, Solidaridad 2 and Satmex 5. Satmex also owns another satellite,
Morelos 2, which is in an inclined orbit. Satmex operates in one segment and is
the leading provider of fixed satellite services to broadcasting and
telecommunications customers in Mexico. Satmex has landing rights to provide
broadcasting and telecommunications transmission capacity in Mexico, the United
States, Canada and 23 nations and territories in the Latin American region.
In June 1999, Loral Skynet entered into an end-of-life lease agreement with
Satmex for the use of two Ku-band transponders on Satmex 5. The agreement
provided for an up-front payment of $8.5 million for each transponder. The cost
of each transponder was approximately $4.8 million. At June 30, 1999, Satmex has
accounted for this transaction as a sales-type lease and, accordingly, recorded
revenue of $17.0 million and an operating expense of $9.5 million for the cost
of the transponders.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO JUNE
30, 1999
Revenue
Service revenue for the second quarter of 2000 increased $8.9 million to
$33.9 million, from $25.0 million for the second quarter of 1999, primarily due
to higher utilization on Satmex 5. Revenue for the quarter ended June 30, 1999
included $17.0 million related to the lease with Loral Skynet which was
accounted for as a sales-type lease.
Operating expenses
Operating expenses were $26.5 million for the quarter ended June 30, 2000,
as compared to $26.4 million, excluding the cost of the transponders related to
the lease with Loral Skynet, for the quarter ended June 30, 1999, as described
below.
Satellite operations. Satellite operations, which consists primarily of
satellite insurance and the personnel costs related to the operation of the
satellites, was $4.9 million for the quarter ended June 30, 2000,
8
<PAGE> 10
as compared to $4.4 million for the quarter ended June 30, 1999. The increase is
primarily due to salary increases for engineering and operations personnel
effective in the third quarter of 1999.
Selling and administrative expenses. Selling and administrative expenses
for the quarter ended June 30, 2000 decreased $400,000 to $5.0 million, from
$5.4 million for the quarter ended June 30, 1999.
License and management fees. Loral and Principia are responsible for
managing the Company. Loral and Principia receive a management fee, based on a
sliding scale, up to a maximum of 3.75% of the Company's quarterly gross
revenue, as defined. Also, Loral has licensed certain intellectual property to
the Company for an annual fee of 1.5% of the Company's gross revenue, as
defined. Fees for the three months ended June 30, 2000 and 1999 were $1.2
million and $337,000, respectively. License and management fees increased due to
the Company's increased revenue.
Depreciation and amortization. Depreciation expense for the quarter was
$12.2 million as compared to $12.9 million during 1999. Amortization expense
relating to the concessions amounted to $3.3 million during each quarter.
Interest
The Company's average outstanding debt decreased from 1999 to 2000;
however, total interest cost remained constant at approximately $16 million due
to higher interest rates on the Company's variable rate debt.
Net foreign exchange gain (loss)
During each quarter the peso remained stable against the dollar.
Deferred income tax benefit
Income tax is determined following interperiod allocation procedures under
the liability method. Under this method, deferred income taxes are recognized
for the estimated future tax effect of temporary differences between the
carrying amount of assets and liabilities for financial and income tax
reporting, as well as tax loss and tax credit carryforwards. The Company
recorded a deferred income tax benefit of $7.0 million in 2000 as compared to a
benefit of $2.0 million for 1999.
Preferred stock dividend requirement
The preferred stock dividend requirement in each quarter, of $377,000,
relates to the value of the stock dividend issuable on the 606,730 shares of
preferred stock issued in March 1999.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO JUNE
30, 1999
Revenue
Service revenue for the six months ended June 30, 2000 increased $13.3
million to $66.3 million, from $53.0 million for 1999, primarily due to higher
utilization on Satmex 5. Revenue for the six months ended June 30, 1999 included
$17.0 million related to the lease with Loral Skynet, which was accounted for as
a sales-type lease.
Operating expenses
Operating expenses were to $52.6 million for six months ended June 30,
2000, as compared to $47.2 million, excluding the cost of the transponders
related to the lease with Loral Skynet, for the six months ended June 30, 1999,
as described below.
Satellite operations. Satellite operations, which consists primarily of
satellite insurance and the personnel costs related to the operation of the
satellites, was $9.6 million for 2000, as compared to $8.6 million
9
<PAGE> 11
for 1999. The increase is primarily due to the in-orbit insurance expense for
Satmex 5 and salary increases for engineering and operations personnel effective
in the third quarter of 1999.
Selling and administrative expenses. Selling and administrative expenses
for 2000 were $10.0 million, as compared to $7.4 million for 1999. The increase
is primarily due to salaries and benefits associated with the hiring of
additional personnel, incentive compensation expense and increased professional
fees.
License and management fees. Loral and Principia are responsible for
managing the Company. Loral and Principia receive a management fee, based on a
sliding scale, up to a maximum of 3.75% of the Company's quarterly gross
revenue, as deferred. Also, Loral has licensed certain intellectual property to
the Company for an annual fee of 1.5% of the Company's gross revenue, as
defined. Fees for the six months ended June 30, 2000 and 1999 were $2.2 million
and $731,000, respectively. License and management fees increased due to the
Company's increased revenue.
Depreciation and amortization. Depreciation expense for 2000 was $24.3
million as compared to $23.9 million for 1999. Amortization expense relating to
the concessions amounted to $6.5 million during each period.
Interest
Total interest cost was $32.4 million in 2000 as compared to $33.6 million
(before deducting $1.6 million of capitalized interest related to the
construction and launch of Satmex 5) for 1999. Total interest cost decreased due
to lower average outstanding debt during 2000, partially offset by higher
interest rates on the Company's variable rate debt.
Net foreign exchange gain (loss)
The peso remained stable against the dollar in each period.
Deferred income tax benefit
Income tax is determined following interperiod allocation procedures under
the liability method. Under this method, deferred income taxes are recognized
for the estimated future tax effect of temporary difference between the carrying
amount of assets and liabilities for financial and income tax reporting, as well
as tax loss and tax credit carryforwards. The Company recorded a deferred income
tax benefit of $4.0 million in 2000 as compared to a benefit of $2.2 million in
1999.
Preferred stock dividend requirement
The preferred stock dividend requirement of $754,000 in 2000 and $377,000
in 1999 relates to the value of the stock dividend issuable on the 606,730
shares of preferred stock issued in March 1999.
CAPITAL EXPENDITURES
Substantially all capital expenditures are denominated in U.S. dollars.
Capital expenditures were $1.2 million for the six months ended June 30, 2000,
as compared to $3.0 million, including capitalized interest of $1.6 million, for
the six months ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had total debt of $572.5 million, and the
Company was in compliance with all covenants governing its debt agreements. The
Company's primary source of liquidity for working capital purposes is cash flow
from operations. At June 30, 2000, the Company had cash and cash equivalents of
$13.4 million. In February 2000, the Company amended certain financial covenants
in its debt agreements. In connection with these amendments, the Company paid a
consent fee to approving lenders and debtholders and agreed to increase the
applicable interest rates on the debt by up to 0.75%. The Company believes that
10
<PAGE> 12
its cash flow from operations and the availability of its revolving credit
facility will be adequate to service its interest and debt repayment
requirements and ensure compliance with the covenants of its debt agreements.
Cash used and provided. Net cash provided by operating activities for the
six months ended June 30, 2000 of $23.6 million, consisted primarily of $10.1
million of funds generated by earnings before non-cash items and decreases in
accounts receivable of $2.7 million, and prepaid insurance of $6.9 million, a
net increase in amounts due from/to related parties of $3.2 million and an
increase in accounts payable and accrued expenses of $1.4 million, offset by an
increase in deferred financing costs and other assets of $773,000.
Cash used in investing activities for the first six months of 2000 was $1.2
million for capital expenditures.
Cash used in financing activities for the first six months of 2000 was
$15.5 million and, comprised a $15.0 million repayment of outstanding borrowings
under the Company's revolving credit facility and $500,000 for the scheduled
repayment of the Company's senior secured notes.
OTHER MATTERS
Accounting Pronouncements. In June 1998, the Financing Accounting
Standards Board issued Statement No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"), which requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. The Company
has not yet determined the impact that adoption of SFAS 133 will have on its
earnings or financial position. The Company is required to adopt SFAS 133, as
amended, on January 1, 2001.
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements 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.
SATELITES MEXICANOS, S.A. de C.V.
By: Cynthia Pelini
-------------------------------------
Cynthia Pelini
Chief Financial Officer
Date: July 25, 2000
