<PAGE>
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, par value $.01 per share
(Title of Class of Securities)
983759-10-1
(CUSIP Number)
John D. Hardy, Jr., Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 13 Pages
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CUSIP NO. 983759-10-1 Schedule 13D Page 2 of 13 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Honda Motor Co., Inc. ("American Honda")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Item 2(d) [__]
Item 2(e) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------------------------------------------
7 SOLE VOTING POWER
1,886,792
NUMBER OF
SHARES ---------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
1,886,792
REPORTING
---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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CUSIP NO. 983759-10-1 Schedule 13D Page 3 of 13 Pages
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,792
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), of XM Satellite Radio Holdings Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1500
Eckington Place, N.E., Washington, D.C. 20002.
On August 8, 2000, pursuant to a Stock Purchase Agreement among the
Issuer, American Honda, and certain other investors listed therein, American
Honda acquired 50,000 shares of the Issuer's 8.25% Series C Convertible
Redeemable Preferred Stock, par value $.01 per share (the "Series C Preferred
Stock"), at a purchase price of $1,000 per share. All shares of Series C
Preferred Stock purchased by American Honda are convertible at the option of
American Honda into shares of Class A Common Stock, as set forth in the response
to Item 5.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by American Honda, with
principal executive offices at 1919 Torrance Boulevard, Torrance, California
90509-2200. American Honda is in the business of distributing automobiles,
motorcycles and power equipment products.
Honda Motor Co., Ltd., a Japanese corporation ("Honda Motor"),
controls American Honda and has principal executive offices at 1-1, Minami
Aoyama 2 chome, Minato-Ku, Tokyo, Japan. Honda Motor is in the business of
manufacturing automobiles, motorcycles and power equipment products.
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CUSIP NO. 983759-10-1 Schedule 13D Page 4 of 13 Pages
Following is a list of the identity, citizenship, position and
principal occupation of each executive officer and director of American Honda
and Honda Motor.
<TABLE>
<CAPTION>
Honda Motor
-----------
<S> <C>
Executive Officer/Director (Citizenship) Position/Principal Occupation
---------------------------------------- -----------------------------
Yoshihide Munekuni (Japan citizen) Chairman and Representative Director
Hiroyuki Yoshino (Japan citizen) President and CEO
Koichi Amemiya (Japan citizen) EVP & Representative Director
COO, North America Regional Operations
President of American Honda
Katsuro Suzuki (Japan citizen) Senior Managing & Representative Director
COO, Asia & Oceania Operations
Takeo Fukui (Japan citizen) Senior Managing & Representative Director
President of Honda R&D Co., Ltd.
Michiyoshi Hagino (Japan citizen) Senior Managing & Representative Director
COO, Automobile Operations
Minoru Harada (Japan citizen) Senior Managing & Representative Director
COO, Europe, Middle East & Africa Operations
Motoatsu Shiraishi (Japan citizen) Senior Managing & Representative Director
COO, Japan Production Operations
Satoshi Aoki (Japan citizen) Senior Managing & Representative Director
Chief Financial Officer
<CAPTION>
American Honda
--------------
<S> <C>
Executive Officer/Director (Citizenship) Position/Principal Occupation
---------------------------------------- -----------------------------
Koichi Amemiya (Japan Citizen) Director
President, CEO & Chairman of the Board
Koki Hirashima (Japan Citizen) Director
President of Honda of America
Manufacturing, Inc.
Atsuyoshi Hyogo (Japan Citizen) Director
Senior EVP & COO
</TABLE>
<PAGE>
CUSIP NO. 983759-10-1 Schedule 13D Page 5 of 13 Pages
<TABLE>
<S> <C>
Richard E. Colliver (US Citizen) Director
EVP - Honda Sales and Acura
Thomas G. Elliott (US Citizen) Director
EVP - Auto Operations
Chester L. Hale (US Citizen) Director
EVP - Product Regulatory Office
Hideo Takemura (Japan Citizen) Director
EVP - Auto Service & Technical Operations
Shinichi Sakamoto (Japan Citizen) VP - Finance and Treasurer
Hiroyuki Suganuma (Japan Citizen) VP - Human Resources & Administration
and Secretary
</TABLE>
Neither American Honda, Honda Motor, nor, to the best knowledge of
each of them, any of their respective executive officers or directors has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used to make the purchase described herein was
working capital, and the aggregate amount of funds used to make the purchase
described herein, through and including August 8, 2000, was $50,000,000.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition being reported on this statement on
Schedule 13D is as an investment.
Except as described in this statement on Schedule 13D, neither
American Honda, Honda Motor, nor, to their best knowledge, any of their
respective executive officers or directors has 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 Amended and Restated Shareholders
Agreement referred to below, American Honda may determine to change its
investment intent with respect to the Issuer at any time in the future.
American Honda intends to vote its shares of Series C Preferred Stock as it
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CUSIP NO. 983759-10-1 Schedule 13D Page 6 of 13 Pages
deems appropriate from time to time. In determining from time to time whether
to sell its shares of the Series C Preferred Stock (and in what amounts) or to
retain such shares, American Honda will take into consideration such factors as
it deems 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 American Honda. American Honda
reserves 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 any portion of its
holdings of securities of the Issuer or to change its intention with respect to
any or all of the matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
By virtue of the Amended and Restated Shareholders Agreement described
in the response to Item 6, American Honda may be deemed to be a part of a group
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934)
that is composed of the following entities: (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) Columbia XM Radio Partners, LLC
("Columbia XM Radio"), Columbia Capital Equity Partners III (QP), L.P.
("Columbia Capital Equity") and Columbia XM Satellite Partners III, LLC
("Columbia XM Satellite," and, together with Columbia XM Radio and Columbia
Capital Equity, "Columbia"); (9) AEA XM Investors I LLC and AEA XM Investors II
LLC (collectively, "AEA"); and (10) American Honda. American Honda expressly
disclaims beneficial ownership of the shares of Class A Common Stock held by the
other members of the group, and the filing of this statement on Schedule 13D by
American Honda shall not be construed as an admission by American Honda that it
is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of
any of the shares of Class A Common Stock held by the other members of the
group.
Based solely upon information provided to American Honda by the Issuer
(the "Available Data"), American Honda believes that, as of August 8, 2000, the
members of the group beneficially owned the number of shares of Class A Common
Stock set forth in the table below, constituting in each case that percentage of
the Class A Common Stock outstanding on August 8, 2000 set forth in the table.
The Issuer's Series A Convertible Preferred Stock, par value $.01 per share (the
"Series A Convertible Preferred Stock"), is convertible into Class A Common
Stock on a one-for-one basis. The Series C Preferred Stock is convertible into
Class A Common Stock at the current conversion price of $26.50 per share.
<PAGE>
CUSIP NO. 983759-10-1 Schedule 13D Page 7 of 13 Pages
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares Percentage
------------------------------ -------------------------- ------------------------
<S> <C> <C>
MOTIENT 16,757,262 34.3%
GENERAL MOTORS 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%
AMERICAN HONDA 1,886,792 5.8%
BARON 2,253,314 7.0%
</TABLE>
Except for the transactions reported in this statement on Schedule
13D, neither American Honda, Honda Motor, nor any of the beneficial owners
listed above (the "Reporting Persons") has engaged in any other transactions in
the Class A Common Stock within the past 60 days or beneficially owns any shares
of the Issuer's capital stock.
To the best knowledge of American Honda, none of American Honda's,
Honda Motor's, nor any of the Reporting Person's executive officers or directors
has effected any transactions in the Class A Common Stock within the past 60
days or beneficially owns any shares of the Issuer's capital stock.
Based solely upon the information set forth in the Issuer's
Registration Statement on Form S-1, No. 333-39176, filed with the Securities and
Exchange Commission on June 13, 2000 (the "Registration Statement"), and on the
Available Data, American Honda believes 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 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 Class A Common
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
Common Stock, and (3) on August 8, 2000, DIRECTV acquired 20,000 shares of the
Series C Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Registration
Statement and on the Available Data, American Honda believes that: (1) on
October 8, 1999, Clear Channel acquired from the Issuer in a private placement
8,089,877 shares of Class A Common 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 Class A Common Stock in the Offering, at a
purchase price of $12.00 per share, the initial public offering price of the
Class A Common Stock.
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CUSIP NO. 983759-10-1 Schedule 13D Page 8 of 13 Pages
Based solely upon the information set forth in the Registration
Statement and on the Available Data, American Honda believes that: (1) on
October 8, 1999, Telcom acquired from the Issuer in a private placement
2,696,626 shares of Class A Common 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 Class A Common Stock in the Offering, at a purchase price
of $12.00 per share, the initial public offering price of the Class A Common
Stock.
Based solely upon the information set forth in the Registration
Statement and on the Available Data, American Honda believes that: (1) on
October 8, 1999, Columbia acquired from the Issuer in a private placement
2,696,626 shares of Class A Common 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, (2) on October 8, 1999, Columbia acquired 80,000
shares of the Class A Common Stock in the Offering, at a purchase price of
$12.00 per share, the initial public offering price of the Class A Common Stock,
(3) on August 8, 2000, Columbia XM Radio acquired 4,500 shares of the Series C
Preferred Stock at a purchase price of $1,000 per share, (4) on August 8, 2000,
Columbia XM Satellite acquired 8,203.313 shares of the Series C Preferred Stock
at a purchase price of $1,000 per share, and (5) on August 8, 2000, Columbia
Capital Equity acquired 7,296,687 shares of the Series C Preferred Stock at a
purchase price of $1,000 per share.
Based solely upon the information set forth in the Registration
Statement and on the Available Data, American Honda believes that: (1) on
October 8, 1999, M-D Capital Partners acquired from the Issuer in a private
placement 2,622,200 shares of Class A Common 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 80,000 shares of the Class A Common Stock in the Offering, at
a purchase price of $12.00 per share, the initial public offering price of the
Class A Common Stock, and (3) on August 8, 2000, M-D Capital Partners acquired
48,914 shares of the Series C Preferred Stock at a purchase price of $1,000 per
share.
Based solely upon the information set forth in the Registration
Statement and on the Available Data, American Honda believes that: (1) on
October 8, 1999, M-D Special Equity acquired from the Issuer in a private
placement 58,247 shares of Class A Common 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, and (2) on August 8, 2000, M-D Special Equity
acquired 1,086 shares of the Series C Preferred Stock at a purchase price of
$1,000 per share.
Based solely upon the information set forth in the Registration
Statement and on the Available Data, American Honda believes that on October 8,
1999, Special Advisors acquired from the Issuer in a private placement 16,179
shares of Class A Common Stock upon conversion of $150,000 principal amount
(plus accrued interest) of convertible subordinated
<PAGE>
CUSIP NO. 983759-10-1 Schedule 13D Page 9 of 13 Pages
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 Registration
Statement and on the Available Data, American Honda believes 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, the shares
of common stock of the Issuer owned by Motient were exchanged on a one-for-one
basis for shares of the Issuer's Class B Common Stock, par value $.01 per share
(the "Class B Common Stock"), and as a result, Motient owned 125 shares of Class
B Common Stock, which constituted 100% of the outstanding capital stock of the
Issuer 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 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 Common Stock in the Offering, at a purchase price of $12.00 per
share, the initial public offering price of the Class A Common Stock, and (7) on
January 17, 2000, Motient transferred 1,314,914 shares of the Class A Common
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 Registration
Statement and on the Available Data, American Honda believes that: (1) on August
8, 2000, AEA XM Investors I LLC acquired 6,869 shares of the Series C 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 Series C Preferred Stock at a
purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's
Registration Statement and on the Available Data, American Honda believes that:
(1) on January 17, 2000, Baron Asset Fund acquired 1,314,914 shares of the Class
A Common 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 Series C 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 Series C
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 Series C Preferred
Stock at a purchase price of $1,000 per share.
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CUSIP NO. 983759-10-1 Schedule 13D Page 10 of 13 Pages
American Honda does 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 Common Stock described herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The following summary descriptions are qualified in their entirety by
reference to the full text of the agreements, which are incorporated herein by
reference and were filed as Exhibits 10.1 and 10.2, respectively, to the
Registration Statement.
Amended and Restated Shareholders Agreement
On August 8, 2000, American Honda entered into an Amended and Restated
Shareholders Agreement with the Issuer, Motient, Telcom, General Motors,
DIRECTV, AEA, Clear Channel, and certain other investors listed therein. The
Amended and Restated Shareholders Agreement is attached to this Schedule 13D as
Exhibit 1. Set forth below is a description of certain material provisions of
the Amended and Restated 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, 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 Amended and Restated
Shareholders Agreement. Following receipt of approval of the Federal
Communications Commission 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, 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
Amended and Restated Shareholders Agreement, and one of whom will be the
Issuer's President and Chief Executive Officer. The foregoing board rights are
subject to the certain requirements relating to the maintenance of investments
or minimum share percentages in the Issuer.
Conversion of Class B Stock to Class A Stock. The Class B Common
Stock owned by Motient is convertible into Class A Common Stock, on a one-for-
one basis, at any time at Motient's discretion. In addition, under the Amended
and Restated Shareholders Agreement, the holders of a majority of the
outstanding shares of Class A Common Stock, including at least 20% of the public
holders of the Class A Common Stock, may require Motient to convert all of its
shares of Class B Common Stock into an equal number of shares of Class A Common
Stock. This conversion will not be effected, however, if the Federal
Communications Commission does not approve the transfer of control of the Issuer
from Motient to a diffuse group of shareholders.
<PAGE>
CUSIP NO. 983759-10-1 Schedule 13D Page 11 of 13 Pages
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
On August 8, 2000, American Honda entered into an Amended and Restated
Registration Rights Agreement with the Issuer, Motient, and certain other
stockholders named therein. The Amended and Restated Registration Rights
Agreement is attached to this Schedule 13D as Exhibit 2. Set forth below is a
description of certain material provisions of the Amended and Restated
Registration Rights Agreement.
Under the Amended and Restated Registration Rights Agreement, American
Honda has certain registration rights with respect to the Class A Common Stock.
Commencing on July 7, 2000, certain stockholders that are party to the Amended
and Restated Registration Rights Agreement are entitled to demand registration
with respect to their Class A Common Stock, including shares of Class A Common
Stock issuable upon conversion of other securities. American Honda and certain
other stockholders that are party to the Amended and Restated Registration
Rights Agreement (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 Amended and
Restated Registration Rights Agreement holding, in the aggregate, shares of
Class A Common 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 Issuer. Parties to the Amended and Restated Registration Rights
Agreement also have rights to include their Class A Common Stock in registered
offerings initiated by the Issuer, other than an offering for high yield debt or
a demand in connection with a change in control.
Other than the foregoing agreements, there are no contracts,
arrangements, understandings or relationships among American Honda, Honda Motor,
or, to their best knowledge, any executive officer or director of either entity,
or between such persons and any person with respect to any securities of the
Issuer.
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 XM Radio
Partners, LLC, Columbia Capital Equity Partners III
(QP), L.P., Columbia XM Satellite Partners III, LLC,
DIRECTV
<PAGE>
CUSIP NO. 983759-10-1 Schedule 13D Page 12 of 13 Pages
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 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 XM
Radio Partners, LLC, Columbia Capital Equity Partners
III (QP), L.P., Columbia XM Satellite Partners III,
LLC, 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 Exhibit 10.2 to Amendment No. 1 to the
Issuer's Registration Statement on Form S-1 (File No.
333-39176)).
<PAGE>
CUSIP NO. 983759-10-1 Schedule 13D Page 13 of 13 Pages
SIGNATURE
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 21, 2000
AMERICAN HONDA MOTOR CO., INC.
By: /s/ Shinichi Sakamoto
----------------------------------------
Name: Shinichi Sakamoto
--------------------------------------
Title: Vice President - Finance & Treasurer
-------------------------------------
