SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
XM SATELLITE RADIO HOLDINGS INC.
(Name of Issuer)
CLASS A COMMON STOCK $.01 PAR VALUE
(Title of class of securities)
983759-10-1
(CUSIP Number)
Lewis Fickett III, Esq.
Edwards & Angell, LLP
101 Federal Street
Boston, MA 02110-1800
(617) 439-4444
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
August 8, 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: [__].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia XM Radio Partners, LLC
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Virginia
Number of 7 Sole Voting Power
Shares
Beneficially 2,946,437.32*
Owned By 8 Shared Voting Power
Each
Reporting 584,905.66**
Person With 9 Sole Dispositive Power
2,946,437.32*
10 Shared Dispositive Power
584,905.66**
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital Equity Partners II (QP), L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital Equity Partners II (Cayman), L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Cayman Islands
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital Equity Partners II, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Virginia
Number of 7 Sole Voting Power
Shares
Beneficially 0
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
0
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital Equity Partners, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital Investors, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
James B. Fleming, Jr.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
R. Philip Herget, III
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Harry F. Hopper III
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 3,531,342.98***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,531,342.98***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia XM Satellite Partners III, LLC
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Virginia
Number of 7 Sole Voting Power
Shares
Beneficially 309,558.981*****
Owned By 8 Shared Voting Power
Each
Reporting 3,221,784******
Person With 9 Sole Dispositive Power
309,558.981*****
10 Shared Dispositive Power
3,221,784******
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Columbia Capital Equity Partners III (QP), L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially 275,346.679*******
Owned By 8 Shared Voting Power
Each
Reporting 3,255,996.302********
Person With 9 Sole Dispositive Power
275,346.679*******
10 Shared Dispositive Power
3,255,996.302********
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,531,342.98***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
10.63%****
14. Type of Reporting Person
PN
<PAGE>
Key
* This total of shares of Class A Common Stock $.01 par value ("Class A
Stock") of XM Satellite Radio Holdings, Inc. (the "Issuer") includes
the shares of Class A Stock which Columbia XM Radio Partners, LLC
("Columbia") may acquire upon its conversion of the 4,500 shares of
8.25% Series C Convertible Redeemable Preferred Stock ("Preferred
Stock") of the Issuer it purchased on August 8, 2000. At this time, the
4,500 shares of Preferred Stock may be converted into 169,811.321
shares of Class A Stock.
** This total of shares of Class A Stock includes the shares of Class A
Stock of which Columbia may acquire beneficial ownership upon the
conversion of the 8,203.313 shares of Preferred Stock which Columbia XM
Satellite Partners III, LLC ("Columbia III") purchased on August 8,
2000 and the 7,296.687 shares of Preferred Stock which Columbia Capital
Equity Partners III (QP), L.P. ("Columbia QP III") purchased on August
8, 2000. At this time, the 15,500 shares of Preferred Stock may be
converted into 584,905.66 shares of Class A Stock.
*** This total of shares of Class A Stock includes the Class A Stock of
which Columbia, Columbia Capital, L.L.C. (the "Manager"), Columbia
Capital Equity Partners II (QP), L.P. ("Columbia QP"), Columbia
Capital Equity Partners II (Cayman), L.P. ("Columbia Cayman"),
Columbia Capital Equity Partners II, L.P. ("Columbia Equity"),
Columbia Capital Equity Partners, L.L.C. ("Columbia Equity LLC"),
Columbia Capital Investors, L.L.C. ("Columbia Investors"), James R.
Fleming, Jr. ("Fleming"), R. Philip Herget, III ("Herget"), Harry F.
Hopper III ("Hopper"), Columbia III, and Columbia QP III
(collectively, the "Reporting Persons") may acquire beneficial
ownership upon the conversion of the 20,000 shares of Preferred Stock
purchased by Columbia, Columbia III and Columbia QP III on August 8,
2000. At this time, the 20,000 shares of Preferred Stock may be
converted into 754,716.981 shares of Class A Stock.
**** This value for the percentage of Class A Stock owned by the Reporting
Persons reflects the shares of Class A Stock which may be acquired upon
conversion of the 20,000 shares of Preferred Stock purchased by
Columbia, Columbia III and Columbia QP III as shares of Class A Stock
owned by the Reporting Persons and as a portion of the total number of
shares of Class A Stock outstanding.
***** This total of shares of Class A Stock includes the shares of Class A
Stock which Columbia III may acquire upon the conversion of the
8,203.313 shares of Preferred Stock which Columbia III purchased on
August 8, 2000. At this time, the 8,203.313 shares of Preferred Stock
may be converted into 309,558.981 shares of Class A Stock.
****** This total of shares of Class A Stock includes the shares of Class A
Stock of which Columbia III may acquire beneficial ownership upon the
conversion of the 11,796.687 shares of Preferred Stock which Columbia
and Columbia QP III purchased on August 8, 2000. At this time, the
11,796.687 shares of Preferred Stock may be converted into 445,158
shares of Class A Stock.
******* This total of shares of Class A Stock includes the shares of Class A
Stock which Columbia QP III may acquire upon the conversion of the
7,296.687 shares of Preferred Stock which Columbia QP III purchased on
August 8, 2000. At this time, the 7,296.687 shares of Preferred Stock
may be converted into 275,346.679 shares of Class A Stock.
******** This total of shares of Class A Stock includes the shares of Class A
Stock of which Columbia QP III may acquire beneficial ownership upon
the conversion of the 12,703.313 shares of Preferred Stock which
Columbia and Columbia III purchased on August 8, 2000. At this time,
the 12,703.313 shares of Preferred Stock may be converted into
479,370.302 shares of Class A Stock.
<PAGE>
Item 1. Security and Issuer
This Statement relates to the Class A Stock of the Issuer. The Issuer's
principal executive offices are located at 1500 Eckington Place, NE Washington,
DC 20002. The Reporting Persons (as defined below) have entered into a Joint
Filing Agreement dated August 8, 2000, a copy of which is attached hereto as
Exhibit 1. This filing is to replace and supercede the previous filing made by a
segment of the Reporting Persons on October 18, 1999 and to be subsequently
amended. This new filing includes two additional parties as Reporting Persons,
Columbia III and Columbia QP III.
Item 2. Identity and Background
This statement is being filed by Columbia, a Virginia limited liability
corporation, its managing member, the Manager, a Delaware limited liability
company, Columbia QP, a Delaware limited partnership, Columbia Cayman, a Cayman
Island's limited partnership, Columbia Equity, a Delaware limited partnership,
Columbia Equity LLC, a Delaware limited liability company, Columbia Investors, a
Delaware limited liability company, Columbia III, a Virginia limited liability
company, Columbia QP III, a Delaware limited partnership, Fleming, Herget and
Hopper. The Manager, Columbia QP, Columbia Cayman, and Columbia Equity and
Columbia Investors are the members of Columbia and the Manager is the managing
member of Columbia. Columbia Equity LLC is the general partner of each of
Columbia QP, Columbia Cayman and Columbia Equity. Pursuant to the limited
liability company agreement of the Manager, each of Messrs. Fleming, Herget and
Hopper (the "Individual Reporting Persons") exercise voting and dispositive
control over the Manager. Columbia QP III is the managing member of Columbia
III. Messrs. Fleming, Herget and Hopper are the managing members of Columbia QP
III. Pursuant to the limited liability company agreement of Columbia Equity LLC,
each of the Individual Reporting Persons exercises voting and dispositive
control over Columbia Equity LLC. Columbia Investors is member managed by the
Individual Reporting Persons and each of the Individual Reporting Persons
exercises voting and dispositive control over Columbia Investors.
The principal business address of each of the Reporting Persons is 201 N. Union
Street, Suite 300, Alexandria, Virginia 22314.
Columbia, Columbia III and Columbia QP III were formed (i) to acquire, own,
hold, sell, convert, exchange and transfer equity interests in or indebtedness
of the Issuer, and (ii) to conduct such other activities as may be necessary or
incidental to the foregoing.
The Manager was formed to (i) act as the manager of Columbia Capital Equity
Partners II, L.P., and (ii) to conduct such other activities as may be necessary
or incidental to the foregoing. Columbia Equity L.L.C. was formed to act as the
general partner of each of the partnerships of Columbia Capital Equity Partners
II, L.P. The Individual Reporting Persons serve in various management capacities
with the Manager, Columbia Equity LLC and Columbia Investors.
Each of Columbia QP, Columbia Cayman, Columbia Equity and Columbia Investors was
formed (i) to seek income and capital appreciation through the acquisition,
holding, management, supervision and sale, exchange, distribution or other
disposition of investments, and (ii) to conduct such other activities as may be
necessary or incidental to the foregoing.
This Statement covers the 2,776,626 shares of Class A Stock which Columbia
acquired on October 8, 1999 and the shares of Class A Stock of which the
Reporting Persons may acquire beneficial ownership upon the conversion of 20,000
shares of Preferred Stock purchased as follows: 4,500 by Columbia, 8,203.313 by
Columbia III and 7,296.687 by Columbia QP III on August 8, 2000 (such shares are
sometimes referred to in this Statement as the "Securities"). At this time, the
20,000 shares of Preferred Stock may be converted into 754,716.981 shares of
Class A Stock.
None of the Reporting Persons nor, to the best of their knowledge, the Reporting
Persons' executive officers, managing directors or general partners (as
applicable) has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
To the best knowledge of the Reporting Persons, with the exception of Columbia
Cayman, which is a Cayman Islands entity, each of the Reporting Persons and
their executive officers and managing directors are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
Shares of Preferred Stock
Columbia purchased 4,500 shares of Preferred Stock, Columbia III purchased
8,203.313 shares of Preferred Stock, and Columbia QP III purchased 7,296.687
shares of Preferred Stock. The consideration paid by Columbia was $4,500,000,
the consideration paid by Columbia III was $8,203,313 and the consideration paid
by Columbia QP III was $7,296,687, or $1,000 per share of Preferred Stock. The
source of such consideration was the general financial holdings of the entities.
Shares of Class A Stock Acquired upon Conversion of the Note
-------------------------------------------------------------
The 2,696,626 shares of Class A Stock owned of record by Columbia as of the date
of this Statement were acquired, prior to the consummation of the Offering, and
prior to the Issuer becoming subject to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The details of the purchase and
conversion of the Note are set forth below.
Pursuant to a Note Purchase Agreement dated June 7, 1999 among the Issuer,
Columbia and certain other shareholders of the Issuer, on July 7, 1999, the
Issuer issued $250,000,000 of subordinated convertible notes to several new
strategic and financial investors including Columbia, and the Issuer used
$75,000,000 of the proceeds from these notes to repay the outstanding loan
payable to Worldspace, Inc., a Maryland corporation ("Worldspace"). Pursuant to
this Agreement, Columbia purchased the Note for a purchase price of $25,000,000.
On October 8, 1999, upon the completion of the Offering, the Note converted into
2,696,626 shares of Class A Stock. As a result of this conversion, as of October
8, 1999, Columbia owned an aggregate of 2,696,626 shares of Class A Stock.
Shares of Class A Stock Purchased in the Offering
--------------------------------------------------
Columbia purchased 80,000 shares of Class A Stock of the Issuer in the Offering.
The consideration paid by Columbia was $960,000, or $12.00 per share, which was
the initial public offering price in the Offering. The source of such
consideration was cash on hand. As a result of the shares of Class A Stock
received upon conversion of the Note and the shares of Class A Stock purchased
in the offering, on October 8, 1999, Columbia owned an aggregate of 2,776,626
shares of Class A Stock.
Item 4. Purpose of Transaction
Columbia acquired 2,776,626 shares of Class A Stock and Columbia, Columbia III
and Columbia QP III purchased 20,000 shares of Preferred Stock in order to
demonstrate their commitment to the Issuer's long-term business plans and
objectives.
Prior to October 8, 1999, Columbia owned a Subordinated Convertible Note in the
amount of $25,000,000 issued and payable by the Issuer (the "Note"). On October
8, 1999, the Issuer completed an initial public offering of 10,000,000 shares of
Class A Stock (the "Offering"). Upon completion of the Offering, the Note
converted into 2,696,626 shares of Class A Stock. As a result of this
conversion, as of October 8, 1999, Columbia owned 2,696,626 shares of Class A
Stock of the Issuer. In addition to the Class A Stock described above, Columbia
purchased 80,000 shares of Class A Stock on October 8, 1999. The 2,696,626
shares of Class A Stock owned by Columbia as a result of the conversion of the
Note as of the date of this Statement were 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.
Certain of Columbia's, Columbia III's and Columbia QP III's rights with respect
to the Issuer are governed by an amended and restated shareholders' agreement
(the "Shareholders Agreement") dated as of August 8, 2000. The Shareholders
Agreement is incorporated herein by reference as Exhibit 2. Except as described
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 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 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 their 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 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
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 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"); (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) AEA XM Investors I LLC and AEA XM
Investors II LLC (collectively, "AEA"); and (9) 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 other 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 the table. The Issuer's Series A convertible
preferred stock is convertible into Class A Stock on a one-for-one basis. The
Preferred Stock is convertible into shares of Class A Stock at the current
conversion price of $26.50.
Name of Beneficial Owner Number of Shares Percentage
------------------------ ---------------- ----------
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%
TELCOM 2,661,211 8.2%
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%
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 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 (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, Telcom 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 Telcom by the Issuer, at a conversion price of
approximately $9.52 per share, and (2) on October 8, 1999, Telcom 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.
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 2,622,222 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 78,262 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 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 58,225 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 (2) on October 8, 1999 M-D Special Equity
acquired 1,738 shares of the Issuer's Class A Stock at a purchase price of
$12.00 per share, the initial public offering pirce of Class A Stock and (3) on
August 8, 2000, M-D Special Equity acquired 1,086 shares of the 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.
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 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
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 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 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 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 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 Shareholders' Agreement
Governance Provisions. The Issuer's board of directors consists of eleven
members, one of whom is selected by Telcom, 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 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,
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 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 Shareholders' Agreement maintaining their
original investment or certain minimum share percentages in the Issuer.
Conversion of Class B Stock to Class A Stock. The Class B 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 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.
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.
Registration Rights Agreement
In addition to the contracts and agreements described above and in Item 4 above,
Columbia, Columbia III and Columbia QP III has certain registration rights with
respect to the Securities, pursuant to an amended and restated registration
rights agreement, dated as of August 8, 2000 (the "Registration Rights
Agreement"), by and among the Issuer, Columbia, Columbia III, Columbia QP III
and certain other stockholders named therein. Commencing July 7, 2000, certain
stockholders that are party to the 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 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 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.
Item 7 Material to be Filed as Exhibits
Exhibit 1. 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, Columbia QP III, Columbia III, 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 2. 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, Columbia QP III, Columbia III,
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>
SIGNATURES
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 8, 2000
COLUMBIA XM RADIO PARTNERS, LLC
By: Columbia Capital LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL LLC
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS II
(QP), L.P.
By: Columbia Capital Equity Partners LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS II
(CAYMAN), L.P.
By: Columbia Capital Equity Partners LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS II, L.P.
By: Columbia Capital Equity Partners LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS LLC
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL INVESTORS, L.L.C.
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA XM SATELLITE PARTNERS III, LLC
By, Columbia Capital Equity Partners III
(QP), L.P.
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS III
(QP), L.P.
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
/s/ James B. Fleming, Jr.
-------------------------------------
JAMES B. FLEMING, JR.
/s/ R. Philip Herget, III
-------------------------------------
R. PHILIP HERGET, III
/s/ Harry F. Hopper III
-------------------------------------
HARRY F. HOPPER III
<PAGE>
Exhibit Index
Exhibit
1. Joint filing agreement attached following this page
2. Amended and Restated Shareholders Agreement between and among Columbia,
Columbia QP III, Columbia III, the Issuer and certain other significant
stockholders of the Issuer is incorporated by reference from the
Issuer's registration statement filed on a form S-1/A on August 17,
2000.
3. Amended and Restated Registration Rights Agreement between and among
Columbia, Columbia QP III, Columbia III, the Issuer and certain other
significant stockholders of the Issuer is incorporated by reference
from the Issuer's Registration Statement filed on form S-1/A on August
17, 2000.
<PAGE>
EXHIBIT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, the undersigned agree to the joint filing of a Statement on Schedule
13D (including any and all amendments thereto) with respect to the shares of
Class A Common Stock, $.01 par value, of XM Satellite Radio Holdings Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit
thereto. In addition, each party to this Agreement expressly authorizes each
other party to this Agreement to file on its behalf any and all amendments to
such Statement.
Date: August 8, 2000
COLUMBIA XM RADIO PARTNERS, LLC
By: Columbia Capital LLC, its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL LLC
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS II
(QP), L.P.
By: Columbia Capital Equity Partners LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS II
(CAYMAN), L.P.
By: Columbia Capital Equity Partners LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS II, L.P.
By: Columbia Capital Equity Partners LLC,
its Managing Member
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS LLC
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL INVESTORS, L.L.C.
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA XM SATELLITE PARTNERS III, LLC
By, Columbia Capital Equity Partners III
(QP), L.P.
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
COLUMBIA CAPITAL EQUITY PARTNERS III
(QP), L.P.
By: /s/ James B. Fleming, Jr.
-------------------------------------
Name: James B. Fleming, Jr.
Title: Managing Member
/s/ James B. Fleming, Jr.
-------------------------------------
JAMES B. FLEMING, JR.
/s/ R. Philip Herget, III.
-------------------------------------
R. PHILIP HERGET, III
/s/ Harry F. Hopper III
-------------------------------------
HARRY F. HOPPER III
