<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PANAMSAT CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
697933-10-9
- --------------------------------------------------------------------------------
(CUSIP Number)
Scott B. Tollefsen, Esq.
Senior Vice President, General Counsel and Secretary
Hughes Communications, Inc.
1500 Hughes Way
Long Beach, California 90810
(310) 525-5150
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1998
- --------------------------------------------------------------------------------
(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 subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_].
(Continued on the following page)
Page 1 of 12 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 697933-10-9 PAGE 2 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
GENERAL MOTORS CORPORATION
TAX I.D. NO. 38-0572515
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
120,812,175 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
120,812,175 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
120,812,175 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 697933-10-9 PAGE 3 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
HUGHES COMMUNICATIONS, INC.
TAX I.D. NO. 95-3884435
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
120,812,175 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
120,812,175 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
120,812,175 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
Page 4 of 12
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement relates to shares of common stock, par value $.01 per
share (the "Common Stock"), of PanAmSat Corporation, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at One
Pickwick Plaza, Greenwich, Connecticut 06830.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) This statement is being filed jointly by General Motors
Corporation, a Delaware corporation ("GM"), and Hughes Communications, Inc., a
California corporation and an indirect, wholly owned subsidiary of GM ("HCI,"
and together with GM, the "Reporting Persons"). The Reporting Persons are
filing this statement jointly pursuant to a Joint Filing Agreement attached
hereto as Exhibit 1.
(b) The address of GM's principal office is 100 Renaissance Center,
Detroit, MI 48265-1000. The address of HCI's principal office is 1500 Hughes
Way, Long Beach, California 90810. The names, business addresses and principal
businesses of each of the directors and executive officers of each of GM and HCI
are set forth on Schedule I hereto and incorporated by reference herein.
(c) The principal business of GM is manufacturing cars and trucks;
subsidiaries of GM also engage in significant nonautomotive operations. The
principal business of HCI is the development of satellite-based communications
businesses.
(d) During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of the executive officers or directors of any
of the Reporting Persons, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of the executive officers or directors of any
of the Reporting Persons, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, 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.
(f) To the best knowledge of the Reporting Persons, each of the
executive officers and directors of the Reporting Persons is a United States
citizen other than Percy Barnevik, a director of GM, who is a citizen of Sweden;
and Eckhard Pfeiffer, a director of GM, who is a citizen of Germany.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
On April 30, 1998, HCI purchased 11,239,594 shares of Common Stock,
representing approximately 7.5% of the total shares of Common Stock (based on
149,150,834 shares outstanding on April 21, 1998), from Satellite Company, LLC,
a Nevada limited liability company ("S Company") and a wholly-owned indirect
subsidiary of Grupo Televisa, S.A., a corporation (Sociedad Anonima) organized
under the laws of Mexico ("Televisa"), in exchange for aggregate cash
consideration of $674,375,640.00 (the "Televisa Purchase Price").
-----------------------
<PAGE>
Page 5 of 12
On May 1, 1998, HCI purchased an aggregate of 2,949,774 shares of
Common Stock, representing approximately 2% of the total shares of Common Stock
outstanding from the following individuals and entities in the amounts
indicated, in exchange for aggregate cash consideration of $176,986,440 (such
individuals and entities are collectively referred to as the "Other PAS
Stockholders"):
<TABLE>
<CAPTION>
STOCKHOLDER NO. OF SHARES PURCHASE PRICE
<S> <C> <C>
Mary Anselmo 137,822 $ 8,269,320
Article VII Trust Created Under
Rene Anselmo Revocable Trust 2,110,708 126,642,480
Chloe Landman Trust 6,891 413,460
Frederick A. Landman Trust 154,738 9,284,280
Fred Landman 407,445 24,446,700
Pier Landman 39,376 2,362,560
Rayce Anselmo Trust 55,129 3,307,740
Rissa Landman Trust 6,891 413,460
Lourdes Saralegui 30,774 1,846,440
</TABLE>
Mr. Landman and Ms. Saralegui are President/Chief Executive Officer and
Executive Vice President of the Company, respectively.
The funds required to pay the cash consideration to S Company and the
Other PAS Stockholders were contributed to HCI by its parent, Hughes Electronics
Corporation, a Delaware corporation ("HEC"), from HEC's cash on hand. Certain
of the shares of Common Stock purchased by HCI from S Company were released from
a collateral trust account created in May 1997, and $150,000,000 of the Purchase
Price was deposited into such account as substitute collateral.
As a result of its purchase of shares from S Company and the Other PAS
Stockholders, HCI and its subsidiaries will own approximately 81.0% of the
outstanding shares of Common Stock. HCI acquired such shares in order to
increase its ownership of the Company to more than 80%, which will allow GM to
include PanAmSat's results of operations in GM's consolidated tax return. HCI
and its affiliates remain subject to certain contractual provisions which
prohibit HCI and its affiliates, for a period of five years from May 16, 1997,
from acquiring more than eighty-one percent (81%) of the outstanding equity
securities of the Company unless certain conditions are satisfied (the
"Standstill Restriction"). The Reporting Persons have no present intention of
acquiring more than eighty-one percent (81%) of the outstanding equity
securities of the Company.
Except as described herein, none of the Reporting Persons has any
present plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, subject to the Standstill Restriction, the Reporting Persons will
continue to review the business of the Company and, depending upon one or more
of the factors referred to above, may in the future propose that the Company
take one or more of such actions.
<PAGE>
Page 6 of 12
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) HCI and its subsidiaries are the direct record owners of
120,812,175 shares of the Common Stock, which constitute approximately 81.0% of
the 149,150,834 outstanding shares of the Common Stock as of April 21, 1998. As
of April 30, 1998, certain executive officers and directors of Reporting Persons
owned an aggregate of approximately 6,400 shares of Common Stock. The Reporting
Persons disclaim any beneficial interest in such shares.
(b) GM, acting through its wholly owned subsidiaries HEC, Hughes
Telecommunications and Space Company, a Delaware corporation, and HCI,
indirectly has sole power to vote or direct the vote, and to dispose or to
direct the disposition of the shares of the Common Stock beneficially owned by
GM. As a result, GM may be deemed to beneficially own the shares of the Common
Stock directly owned by HCI and its subsidiaries.
(c) Except as described in Item 4 above, there have not been any
transactions in the Common Stock effected by or for the account of any of the
Reporting Persons or any executive officer or director of any of the Reporting
Persons during the past 60 days.
(d) Except as stated in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------------------------
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1. Joint Filing Agreement, dated as of May 1, 1998.
Exhibit 2. Stock Purchase Agreement, dated as of April 30, 1998, by and
among Hughes Communications, Inc., Grupo Televisa, S.A. and
Satellite Company, LLC.
Exhibit 3. First Amendment to Amended and Restated Collateral Trust
Agreement, dated as of April 30, 1998, by and among PanAmSat
Corporation, Hughes Communications, Inc. Satellite Company,
LLC, Grupo Televisa, S.A. and IBJ Schroder Bank & Trust
Company.
Exhibit 4. Stock Purchase Agreement, dated as of May 1, 1998, by and
among Hughes Communications, Inc. and the stockholders of
PamAmSat Corporation signatory thereto.
<PAGE>
Page 7 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 1, 1998 GENERAL MOTORS CORPORATION
By: /s/ Martin I. Darvick
---------------------------------
Name: Martin I. Darvick
Title: Assistant Secretary
Dated: May 1, 1998 HUGHES COMMUNICATIONS, INC.
By: /s/ Patrick T. Doyle
---------------------------------
Name: Patrick T. Doyle
Title: Senior Vice President
<PAGE>
Page 8 of 12
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL MOTORS CORPORATION
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of General Motors Corporation is set forth
below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF
OTHER THAN AS EXECUTIVE
NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS
ADDRESS MOTORS CORPORATION CORPORATION
- ----------------- --------------------- -------------------------
<S> <C> <C>
John F. Smith, Jr. Chairman of the Board, Chief
General Motors Corporation Executive Officer, President and
100 Renaissance Center Director
Detroit, MI 48243
Harry J. Pearce Vice Chairman and Director
General Motors Corporation
100 Renaissance Center
Detroit, MI 48243
Anne L. Armstrong Director Chairman of the Board of Trustees
P.O. Box 1358 Center for Strategic and International
Kingsville, Texas 78364 Studies
Percy Barnevik Director Chairman
ABB Asea Brown Boveri Ltd. ABB Asea Brown Boveri, Ltd.
Affolternstrasse 44
Box 8131
CH-8050 Zurich
Switzerland
John H. Bryan Director Chairman and Chief Executive Officer
Sara Lee Corporation Sara Lee Corporation
Three First National Plaza
46th Floor
Chicago, IL 60602
Thomas E. Everhart Director Pro-Vice-Chancellor
University of Cambridge University of Cambridge
The Old Schools
Trinity Lane
Cambridge CB2-1TN
England
</TABLE>
<PAGE>
Page 9 of 12
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF
OTHER THAN AS EXECUTIVE
NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS
ADDRESS MOTORS CORPORATION CORPORATION
- ----------------- --------------------- -------------------------
<S> <C> <C>
Charles T. Fisher III Director Retired Chairman and President
100 Renaissance Center NBD Bankcorp. Inc.
Suite 3520
Detroit, MI 48243
George M.C. Fisher Director Chairman and Chief Executive Officer
Eastman Kodak Company Eastman Kodak Company
343 State Street
Rochester, NY 14650
Karen Katen Director Executive Vice President,
Pfizer Pharmaceuticals Group Pfizer Pharmaceuticals;
Pfizer Inc. President, U.S. Pharmaceuticals
235 East 42nd Street
New York, NY 10017-5755
J. Willard Marriott, Jr. Director Chairman and Chief Executive Officer
Marriott International Inc. Marriott International, Inc.
One Marriott Drive
Washington, DC 20058
Ann D. McLaughlin Director Chairman
The Aspen Institute The Aspen Institute;
1333 New Hampshire Ave., N.W. President,
Suite 1070 Federal City Council
Washington, DC 20036
Eckhard Pfeiffer Director President and Chief Executive Officer
Compaq Computer Corporation Compaq Computer Corporation
20555 S.H. 249
Houston, TX 77070-2000
John G. Smale Director Chairman,
The Procter & Gamble Company GM Executive Committee;
P.O. Box 599 Retired Chairman,
Cincinnati, Ohio 45201-0599 The Procter & Gamble Company
Louis W. Sullivan, M.D. Director President
Morehouse School of Medicine Morehouse School of Medicine
720 Westview Drive S.W.
Atlanta, GA 30310-1495
Dennis Weatherstone Director Retired Chairman and current director,
J.P. Morgan & Co. Inc. J.P. Morgan & Co. Inc.
60 Wall Street, 21st Floor
New York, NY 10260
</TABLE>
<PAGE>
Page 10 of 12
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF
OTHER THAN AS EXECUTIVE
NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS
ADDRESS MOTORS CORPORATION CORPORATION
- ----------------- --------------------- -------------------------
<S> <C> <C>
Thomas H. Wyman Director Former Chairman, President and Chief
The Landings Executive Officer
1 Adams Point CBS, Inc.;
Savannah, GA 31411 Former Senior Advisor,
SBC Warburg Inc.;
Former Chairman,
S.G. Warburg & Co.
J.T. Battenberg III Executive Vice President and
General Motors Corporation President of Delphi Automotive
5725 Delphi Drive Systems
Troy, MI 48098-2815
Louis R. Hughes Executive Vice President and
General Motors International President of International
Operations Operations
Postfach
CH-8152 Glattbrugg
Switzerland
J. Michael Losh Executive Vice President and
General Motors Corporation Chief Financial Officer
100 Renaissance Center
Detroit, MI 48243
G. Richard Wagoner Executive Vice President and
General Motors Corporation President of North American
30400 Mound Road Operations
Warren, MI 48090-9015
</TABLE>
<PAGE>
Page 11 of 12
DIRECTORS AND EXECUTIVE OFFICERS OF
HUGHES COMMUNICATIONS, INC.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Hughes Communications, Inc.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF
OTHER THAN AS EXECUTIVE
NAME AND BUSINESS POSITION WITH HUGHES OFFICER OF HUGHES
ADDRESS COMMUNICATIONS, INC. COMMUNICATIONS, INC.
- ----------------- -------------------- ------------------------
<S> <C> <C>
Charles H. Noski Director President of Hughes Electronics
Hughes Electronics Corporation Corporation
200 North Sepulveda Blvd.
El Segundo, CA 90245
Frank A. Taormina President
Hughes Communications, Inc.
1500 Hughes Way
Long Beach, CA 90810-9928
Patrick T. Doyle Senior Vice President Vice President of Hughes Electronics
Hughes Electronics Corporation Corporation
200 North Sepulveda Blvd.
El Segundo, CA 90245
Michael J. Gaines Senior Vice President Controller of Hughes Electronics
Hughes Electronics Corporation Corporation
200 North Sepulveda Blvd.
El Segundo, CA 90245
Scott B. Tollefsen Senior Vice President, General
Hughes Communications, Inc. Counsel and Secretary
1500 Hughes Way
Long Beach, CA 90810-9928
Grant J. Beatson Chief Financial Officer Vice President of Hughes
Hughes Electronics Corporation Telecommunications & Space Company
200 North Sepulveda Blvd.
El Segundo, CA 90245
</TABLE>
<PAGE>
Page 12 of 12
EXHIBIT INDEX
-------------
Exhibit 1. Joint Filing Agreement, dated as of April 30, 1998.
Exhibit 2. Stock Purchase Agreement, dated as of April 30, 1998, by and
among Hughes Communications, Inc., Grupo Televisa, S.A. and
Satellite Company, LLC.
Exhibit 3. First Amendment to Amended and Restated Collateral Trust
Agreement, dated as of April 30, 1998, by and among PanAmSat
Corporation, Hughes Communications, Inc., Satellite Company, LLC,
Grupo Televisa, S.A. and IBJ Schroder Bank & Trust Company.
Exhibit 4. Stock Purchase Agreement, dated as of May 1, 1998, by and among
Hughes Communications, Inc., and the stockholders of PamAmSat
Corporation signatory thereto.
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
The undersigned hereby agree to jointly file a statement on Schedule
13D, together with any amendments thereto (collectively, the "Schedule 13Ds"),
with the Securities and Exchange Commission pursuant to the requirements of Rule
13d-1(f) under the Securities Exchange Act of 1934, as amended.
This Joint Filing Agreement may be signed in counterpart copies.
(Signature Page Follows)
<PAGE>
Date: May 1, 1998 GENERAL MOTORS CORPORATION
By: /s/ Martin I. Darvick
--------------------------------
Name: Martin I. Darvick
Title: Assistant Secretary
Date: May 1, 1998 HUGHES COMMUNICATIONS, INC.
By: /s/ Patrick T. Doyle
--------------------------------
Name: Patrick T. Doyle
Title: Senior Vice President
<PAGE>
EXHIBIT 2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement, dated as of April 30, 1998 (this
"Agreement"), is made and entered into by Hughes Communications, Inc., a
- ----------
California corporation ("HCI"), Grupo Televisa, S.A., a corporation (Sociedad
---
Anonima) organized under the laws of Mexico ("Televisa"), and Satellite Company,
--------
LLC, a Nevada limited liability company and a wholly-owned subsidiary of
Televisa ("S Company").
---------
WHEREAS, on May 16, 1997, HCI and certain of its subsidiaries, S
Company and PanAmSat International Systems, Inc. (formerly known as PanAmSat
Corporation), a Delaware corporation ("PAS"), consummated a reorganization of
---
the respective satellite services businesses of HCI and PAS in which HCI and its
subsidiaries and S Company acquired shares of common stock, $.01 par value per
share ("Common Stock"), of PanAmSat Corporation (formerly known as Magellan
------------
International, Inc.), a Delaware corporation (the "Company"), representing
-------
approximately 71.5% and 7.5%, respectively, of the total shares of Common Stock
currently outstanding.
WHEREAS, Televisa and S Company have advised HCI that S Company
desires to sell all its 11,239,594 shares of Common Stock (the "Shares") for the
------
consideration and on the terms set forth in this Agreement.
WHEREAS, the Shares to be purchased by HCI include 5,000,000 Shares
(the "Pledged Shares") currently held in trust pursuant to that certain Amended
--------------
and Restated Collateral Trust Agreement, dated as of June 13, 1997, by and among
the Company, HCI, S Company, Televisa and IBJ Schroder Bank & Trust Company (the
"Trust Agreement"), which agreement is being amended (the "Trust Agreement
--------------- ---------------
Amendment") concurrently herewith to allow the release of the Pledged Shares.
- ---------
WHEREAS, concurrently with the execution and delivery of this
Agreement, and as a material inducement to Hughes Electronics Corporation
("HEC"), the sole stockholder of HCI, to cause HCI to enter into this Agreement,
---
Televisa is delivering a Certificate containing certain representations and
obligations of Televisa.
WHEREAS, HCI desires to purchase all the Shares for the consideration
and on the terms set forth in this Agreement.
NOW, THEREFORE, the parties intending to be legally bound, agree as
follows:
1. Purchase of Shares.
------------------
HCI hereby agrees to purchase from S Company, and S Company hereby
agrees to sell, assign and transfer to HCI, all of S Company's interest in and
to the Shares. As soon as practicable following execution of this Agreement
(but in no event later than 12:00 p.m., New York time, on Friday, May 1, 1998),
HCI shall pay to S Company $674,375,640.00 (representing the number of Shares
multiplied by Sixty Dollars ($60.00)) (the "Purchase Price"), of which
--------------
<PAGE>
$524,375,640 shall be wire transferred in immediately available funds to an
account designated by S Company and $150,000,000.00 shall be wire transferred in
immediately available funds on behalf of S Company to an account designated by
the Trustee under the Trust Agreement as substitute collateral for the Pledged
Shares (the "Substitute Cash Collateral"). Immediately upon confirmation of S
--------------------------
Company's receipt of $524,375,640, S Company shall deliver to a designated
representative of HCI all certificates representing the Shares, other than the
Pledged Shares, along with such other documentation reasonably satisfactory to
HCI evidencing the transfer of such Shares. Pursuant to the terms of the Trust
Agreement Amendment, the trustee under the Trust Agreement shall, immediately
upon receipt of the Substitute Cash Collateral, deliver to a designated
representative of HCI the certificate or certificates representing the Pledged
Shares.
2. Representations and Warranties of Televisa and S Company.
--------------------------------------------------------
Each of Televisa and S Company hereby represents and warrants as of
the date hereof, on a joint and several basis, that:
(a) Organization. Each of Televisa and S Company is duly organized,
------------
validly existing and (if applicable) in good standing under the laws of its
respective jurisdiction of formation. Each of Televisa and S Company has all
requisite power and authority to carry on its business as now conducted.
Neither Televisa nor S Company (i) has been dissolved, adopted resolutions to
dissolve or acted in any way to accomplish, request or approve such dissolution,
or (ii) is a party to any merger or (iii) has been declared bankrupt and no
action or request is pending to declare it bankrupt.
(b) Ownership of S Company. Televisa is, indirectly, the owner of
----------------------
all outstanding membership interests of S Company.
(c) Authorization. Each of Televisa and S Company has taken all
-------------
action necessary for the authorization, execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby.
This Agreement constitutes the valid and legally binding obligation of each of
Televisa and S Company, enforceable against each of them in accordance with its
terms.
(d) Ownership of the Shares. S Company has good title to the
-----------------------
Shares; has full, complete and unrestricted legal right, power and authority to
transfer and deliver, or cause to be transferred and delivered, the Shares
pursuant to this Agreement; and HCI is receiving good title thereto, free and
clear of all liens, claims, encumbrances, rights and restrictions of any kind
(other than restrictions created or imposed by HCI or its affiliates or federal
or state securities laws).
(e) Non-Contravention. The execution and delivery by each of
-----------------
Televisa and S Company of this Agreement does not, and the performance of its
obligations hereunder will
2
<PAGE>
not, (i) contravene or conflict with any provision of the respective
organizational documents of Televisa and S Company, or (ii) contravene or
conflict with or constitute a violation of or default under or give rise to a
right of termination, cancellation or acceleration (with or without notice or
lapse of time, or both) of any right or obligation of Televisa or S Company
under any provision of applicable law or regulation of the United States or any
state thereof or any foreign jurisdiction, or of any agreement, injunction,
order, decree or other instrument binding upon Televisa or S Company.
(f) No Consent Required. Except as contemplated by the Trust
-------------------
Agreement Amendment, no application, notice, order, registration, qualification,
waiver, consent, approval or other action is required to be filed, given,
obtained or taken by Televisa or S Company by virtue of the execution, delivery
and performance of this Agreement or the sale of the Shares contemplated hereby.
(g) Compliance with Securities Laws. Each of Televisa and S Company
-------------------------------
acknowledges that the Shares are being sold to HCI in a private transaction that
is exempt from registration under the Securities Act of 1933, as amended. Each
of Televisa and S Company believes that it has received all the information that
it considers necessary or appropriate for deciding whether to sell the Shares,
and represents that it has had an opportunity to ask questions of, and has
received answers from, representatives of the Company regarding material
developments affecting the Company and its prospects. Neither Televisa nor S
Company has taken any action with respect to the Shares that would constitute a
violation of federal or state securities laws.
3. HCI's Representations and Warranties.
------------------------------------
HCI hereby represents and warrants as of the date hereof that:
(a) Organization. HCI is a corporation duly organized, validly
------------
existing and in good standing under the laws of the state of California. HCI
has all requisite power and authority to carry on its business as now conducted.
(b) Authorization. HCI has taken all action necessary for the
-------------
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement
constitutes HCI's valid and legally binding obligation, enforceable in
accordance with its terms.
(c) Non-Contravention. The execution and delivery by HCI of this
-----------------
Agreement does not, and the performance of its obligations hereunder will not,
(i) contravene or conflict with the certificate of incorporation or bylaws of
HCI, or (ii) contravene or conflict with or constitute a violation of or default
under or give rise to a right of termination, cancellation or acceleration (with
or without notice or lapse of time, or both) of any right or obligation of HCI
under any provision of applicable law or regulation of the United States or any
state thereof or
3
<PAGE>
any foreign jurisdiction, or of any agreement, contract, judgment, injunction,
order, decree or other instrument binding upon HCI.
(d) No Consent Required. No application, notice, order,
-------------------
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained, or taken by HCI by virtue of the
execution, delivery and performance of this Agreement or the sale of the Shares
contemplated hereby.
(e) Compliance with Securities Laws. HCI acknowledges that the
-------------------------------
Shares are being purchased by HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended, and HCI believes that
it has received all the information that it considers necessary or appropriate
for deciding whether to purchase the Shares. HCI has not taken and will not
take any action with respect to the Shares that would constitute a violation of
federal or state securities laws.
4. Miscellaneous.
-------------
(a) Expenses. All costs and expenses incurred in connection with
--------
this Agreement and the purchase of the Shares contemplated hereby shall be paid
by the party incurring such expenses.
(b) Entire Agreement. This Agreement and the Trust Agreement
----------------
Amendment constitute the entire Agreement among the parties hereto and
supercedes all prior agreements and understandings, both written and oral, among
them with respect to the subject matter hereof. This Agreement is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.
(c) Governing Law. This Agreement shall be construed and
-------------
interpreted, and the rights of the parties determined, in accordance with the
laws of the State of New York (without reference to the choice of law
provisions).
(d) Service of Process. Each of the parties hereto irrevocably
------------------
consents to the service of any process, pleading, notices or other papers by the
mailing of copies thereto by registered, certified or first class mail, postage
prepaid, to such party at such party's address set forth herein, or by any other
method provided or permitted under New York law. Additionally, each of Televisa,
S Company and HCI hereby appoints C T Corporation System, 1633 Broadway, New
York, NY 10019 as agent for service of process in New York.
(e) Consent and Jurisdiction. Each party irrevocably and
------------------------
unconditional agrees and consents that any suit, action or other legal
proceeding arising out of or related this Agreement shall be brought and heard
in the Borough of Manhattan, State of New York, and each party irrevocably
consents to personal jurisdiction in any and all tribunals in said Borough.
4
<PAGE>
(f) Injunctive Relief. Televisa and S Company acknowledge that it
-----------------
will be impossible to measure in money the damages that would be suffered if
Televisa and S Company fail to comply with any of the obligations herein imposed
on them and that in the event of any such failure, HCI will be irreparably
damaged and will not have an adequate remedy at law. HCI shall, therefore, be
entitled to injunctive relief, including specific performance, to enforce such
obligations, and if any action should be brought in equity to enforce any of the
provisions of this Agreement, neither Televisa nor S Company shall raise the
defense that there is an adequate remedy at law.
(g) Counterparts. This Agreement may be executed in two or more
------------
counterparts, all of which shall be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be signed by their respective officers and other representatives
thereunto duly authorized, as of the date first written above.
GRUPO TELEVISA, S.A.
By: /s/ Emilio Romano
-----------------------------------------
Name: Emilio Romano
Title: Vice President
SATELLITE COMPANY, LLC
By: /s/ Charles Steinberg
-----------------------------------------
Name: Charles Steinberg
Title: Vice President & General Counsel
HUGHES COMMUNICATIONS, INC.
By: /s/ Patrick T. Doyle
-----------------------------------------
Name: Patrick T. Doyle
Title: Senior Vice President
6
<PAGE>
FIRST AMENDMENT TO
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL TRUST
AGREEMENT (the "Amendment"), dated as of April 30, 1998, is entered into by and
---------
among PanAmSat Corporation (formerly known as "Magellan International, Inc."), a
Delaware corporation ("Newco"), Hughes Communications, Inc., a California
-----
corporation ("HCI," and together with Newco, the "Newco Group"), Satellite
--- -----------
Company, LLC, a Nevada limited liability company ("Contributor"), Grupo
-----------
Televisa, S.A., a corporation (Sociedad Anonima) organized under the laws of
Mexico ("Parent"), and IBJ Schroder Bank & Trust Company, a New York banking
------
corporation with offices at One State Street, New York, New York 10004, as
Collateral Trustee for Newco Group (the "Trustee").
-------
RECITALS
A. The parties have entered into that certain Collateral Trust Agreement,
dated as of May 16, 1997 and that certain Amended and Restated Collateral Trust
Agreement, dated as of June 13, 1997 (the "Amended Trust Agreement"), and
-----------------------
Contributor, Parent and the Trustee have entered into that certain Pledge and
Security Agreement, dated as of May 16, 1997 (the "Pledge and Security
-------------------
Agreement").
- ---------
B. The Original Trust Agreement was entered into in connection with that
certain Stock Contribution and Exchange Agreement, dated as of September 20,
1996 by and among Newco Group, Contributor and Parent (the "Stock Contribution
------------------
and Exchange Agreement"), which provided, among other things, for the transfer
- ----------------------
by Contributor of all of the stock of Univisa, Inc. ("Univisa"), a Delaware
-------
corporation, to Newco.
C. The Stock Contribution and Exchange Agreement provides that
Contributor and Parent, jointly and severally, shall indemnify, save and hold
harmless Newco Group, its affiliates and Subsidiaries, with respect to certain
matters upon the terms and subject to the conditions provided in the Stock
Contribution and Exchange Agreement and that as security therefor (and not in
lieu thereof) a trust estate shall be established for the protection of Newco
Group, its affiliates and Subsidiaries. This trust estate was established
pursuant to the Original Trust Agreement, and was continued pursuant to the
Amended Trust Agreement.
D. Concurrently with entering into this Amendment, HCI, Parent and
Contributor are entering into a Stock Purchase Agreement (the "Stock Purchase
--------------
Agreement") pursuant to which HCI will purchase (the "Purchase") from
- --------- --------
Contributor 11,239,594 shares of Newco (the "Shares"), including 5,000,000
------
Shares currently held by the Trustee pursuant to the Amended Trust Agreement
(the "Pledged Shares").
--------------
E. In connection with consummating the Purchase, HCI, Contributor and
Parent desire to substitute $150,000,000.00 in cash for the Pledged Shares. The
parties to this Amendment are willing to amend the Amended Trust Agreement in
accordance with the terms and provisions contained herein.
<PAGE>
AGREEMENT
In consideration of the foregoing and the mutual promises contained
herein and for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. Capitalized terms used but not defined in this Amendment shall have
the meanings set forth in the Amended Trust Agreement.
2. Notwithstanding anything to the contrary in the Amended Trust
Agreement or the Pledge and Security Agreement, immediately following payment to
Contributor of the purchase price for the Shares under the Stock Purchase
Agreement, Contributor shall cause to be delivered to the Trustee, and the
Trustee shall accept receipt of, $150,000,000.00 in cash (the "Substituted
-----------
Cash") (which amount shall represent a portion of the purchase price paid by HCI
- ----
for the Shares) and, immediately upon confirmation of the Trustee's receipt of
the Substituted Cash, the Trustee shall deliver to HCI the certificate or
certificates representing all the Pledge Shares.
3. Upon the Trustee's receipt of the Substituted Cash, each of the
Trustee, Contributor and Parent shall cease to have any interest in or rights
with respect to the Pledged Shares, and thereafter Fund B shall be comprised
solely of (i) the Substituted Cash and (ii) the Initial Letter of Credit issued
on June 13, 1997 (and any replacement or substitution thereof).
4. Following the Trustee's receipt of the Substituted Cash, neither
Contributor nor Parent shall be entitled at any time to resubstitute any or all
of the Substituted Cash for shares of Common Stock or any other securities other
than Cash Equivalents (it being understood that the foregoing shall not prohibit
the substitution or resubstitution of Letters of Credit pursuant to the terms of
the Amended Trust Agreement).
5. References in the Amended Trust Agreement to "the date hereof" shall,
except in the definition of "Initial Letters of Credit," be deemed references to
"May 16, 1997."
6. Neither entry into this Amendment nor consummation of any of the
transactions contemplated hereby shall adversely affect in any respect the
security interest granted to Secured Party in the Collateral not released hereby
(as such terms are defined in the Pledge and Security Agreement).
7. The Trustee shall not be liable for actions taken hereunder, and shall
be indemnified by Newco Group, Contributor and Parent, jointly and severally,
for any loss, liability or expense incurred as a result of actions taken
hereunder without bad faith, gross negligence or willful misconduct on the part
of the Trustee, to the full extent set forth in Sections 13 and 14 of the
Amended Trust Agreement.
8. Except as expressly set forth herein, none of the rights of the
parties under the Amended Trust Agreement shall be affected in any respect by
this Amendment.
9. This Amendment may be executed in two or more counterparts, each of
which will be considered one and the same instrument and shall become effective
when executed and delivered by each of the parties.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be signed by their respective officers and other representatives thereunto duly
authorized, as of the date first written above.
PANAMSAT CORPORATION, a Delaware corporation
By: /s/ Lourdes Saralegui
----------------------
Name: Lourdes Saralegui
Title: Executive Vice President
HUGHES COMMUNICATIONS, INC., a California corporation
By: /s/ Patrick T. Doyle
---------------------
Name: Patrick T. Doyle
Title: Senior Vice President
SATELLITE COMPANY, LLC, a Nevada limited liability
company
By: /s/ Charles Steinberg
----------------------
Name: Charles Steinberg
Title: Vice President & General Counsel
GRUPO TELEVISA, S.A., a corporation (Sociedad Anonima)
organized under the laws of Mexico
By: /s/ Emilio Romano
------------------
Name: Emilio Romano
Title: Vice President
IBJ SCHRODER BANK & TRUST COMPANY, a New York banking
corporation
By: /s/ Thomas McCutcheon
----------------------
Name: Thomas McCutcheon
Title: Assistant Vice President
S-1
<PAGE>
EXHIBIT 4
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement, dated as of May 1, 1998 (this
"Agreement"), is made and entered into by Hughes Communications, Inc., a
- ----------
California corporation ("HCI"), and the selling stockholders whose names appear
---
on the signature pages to this Agreement (the "Sellers").
-------
WHEREAS, on May 16, 1997, HCI and certain of its subsidiaries,
Satellite Company, LLC, a Nevada limited liability company, and PanAmSat
International Systems, Inc. (formerly known as PanAmSat Corporation), a Delaware
corporation ("PAS"), consummated a reorganization of the respective satellite
---
services businesses of HCI and PAS in which HCI and its subsidiaries and the
Sellers acquired shares of common stock, $.01 par value per share ("Common
------
Stock"), of PanAmSat Corporation (formerly known as Magellan International,
Inc.), a Delaware corporation (the "Company").
-------
WHEREAS, each of the Sellers has offered to sell to HCI, and HCI
desires to purchase from each of the Sellers, the number of shares of Common
Stock set forth next to the name of such Seller on Annex A (collectively, the
"Shares") for the consideration and on the terms set forth in this Agreement.
- -------
NOW, THEREFORE, the parties intending to be legally bound, agree as
follows:
1. Purchase of Shares.
------------------
HCI hereby purchases from each of the Sellers, and each of the Sellers
hereby sells, assigns and transfers to HCI, the number of Shares set forth next
to the name of such Seller on Annex A. Concurrently with such assignment and
transfer, HCI is simultaneously paying to each Seller, by wire transfer of
immediately available funds to the account specified for such Seller on Annex B,
an amount equal to the number of Shares being sold by such Seller multiplied by
Sixty Dollars ($60.00). Concurrently with the payment of such funds, each
Seller is delivering to HCI certificates representing the Shares being sold by
such Seller with documentation satisfactory to HCI evidencing the transfer of
such Shares.
2. Representations and Warranties of the Sellers.
---------------------------------------------
Each of the Sellers hereby represents and warrants (but only as to
such Seller) as of the date hereof that:
Organization. If such Seller is not a natural person, it is duly
------------
organized, validly existing and (if applicable) in good standing under the laws
of its respective jurisdiction of formation; has not been dissolved, adopted
resolutions to dissolve or acted in any way to accomplish, request or approve
such dissolution; is not a party to any merger; and has not been declared
bankrupt and no action or request is pending to declare it bankrupt.
<PAGE>
(b) Authorization. If such Seller is not a natural person, it has
-------------
taken all action necessary for the authorization, execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby. This Agreement constitutes the valid and legally binding
obligation of such Seller, enforceable against such Seller in accordance with
its terms.
(c) Ownership of the Shares. Such Seller has good title to the
-----------------------
Shares being sold by such Seller; has full, complete and unrestricted legal
right, power and authority to transfer and deliver such Shares pursuant to this
Agreement; and HCI is receiving good title thereto, free and clear of all liens,
claims, encumbrances, rights and restrictions of any kind other than
restrictions imposed by securities laws and restrictions applicable to such
Shares pursuant to agreements to which HCI is also a party.
(d) Non-Contravention. The execution and delivery of this Agreement
-----------------
by such Seller does not, and the performance of its obligations hereunder will
not, (i) if such Seller is not a natural person, contravene or conflict with any
provision of the respective organizational documents of such Seller, or (ii)
contravene or conflict with or constitute a violation of or default under or
give rise to a right of termination, cancellation or acceleration (with or
without notice or lapse of time, or both) of any right or obligation of such
Seller under any provision of applicable law or regulation of the United States
or any state thereof or any foreign jurisdiction, or of any agreement,
injunction, order, decree or other instrument binding upon such Seller if such
contravention, conflict, violation, default or rights could adversely affect
HCI's rights to the Shares being sold by such Seller.
(e) No Consent Required. No application, notice, order,
-------------------
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained or taken by such Seller by virtue of the
execution, delivery and performance of this Agreement or the sale of the Shares
by such Seller contemplated hereby.
(f) Compliance with Securities Laws. Such Seller acknowledges that
-------------------------------
the Shares are being sold to HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended. Such Seller, either
on its own or through Patrick Costello, acting as a Representative for such
Seller, (i) believes that it has received all the information that it considers
necessary or appropriate for deciding whether to sell the Shares being sold by
such Seller, and (ii) represents that it has had an opportunity to ask questions
of, and has received answers from, representatives of the Company regarding
material developments affecting the Company and its prospects. Such Seller has
not taken any action with respect to the Shares being sold by such Seller that
would constitute a violation of federal securities laws.
2
<PAGE>
3. HCI's Representations and Warranties.
------------------------------------
HCI hereby represents and warrants as of the date hereof that:
(a) Organization. HCI is a corporation duly organized, validly
------------
existing and in good standing under the laws of the state of California. HCI has
all requisite power and authority to carry on its business as now conducted. HCI
has not been dissolved, adopted resolutions to dissove or acted in any way to
accomplish, request or approve such dissolution; is not a party to any merger;
and has not been declared bankrupt and no action or request is pending to
declare it bankrupt.
(b) Authorization. HCI has taken all action necessary for the
-------------
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement
constitutes HCI's valid and legally binding obligation, enforceable in
accordance with its terms.
(c) Non-Contravention. The execution and delivery by HCI of this
-----------------
Agreement does not, and the performance of its obligations hereunder will not,
(i) contravene or conflict with the certificate of incorporation or bylaws of
HCI, or (ii) contravene or conflict with or constitute a violation of or default
under or give rise to a right of termination, cancellation or acceleration (with
or without notice or lapse of time, or both) of any right or obligation of HCI
under any provision of applicable law or regulation of the United States or any
state thereof or any foreign jurisdiction, or of any agreement, contract,
judgment, injunction, order, decree or other instrument binding upon HCI.
(d) No Consent Required. No application, notice, order,
-------------------
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained, or taken by HCI by virtue of the
execution, delivery and performance of this Agreement or the purchase of the
Shares contemplated hereby.
(e) Compliance with Securities Laws. HCI acknowledges that the
-------------------------------
Shares are being purchased by HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended, HCI is acquiring the
Shares as an investment and not with a view toward distribution, and HCI
believes that it has received all the information that it considers necessary or
appropriate for deciding whether to purchase the Shares. HCI acknowledges that
it has not relied on any information with respect to the Company from any of the
Sellers or from any representative or agent of any of the Sellers. HCI has not
taken and will not take any action with respect to the Shares that would
constitute a violation of federal or state securities laws.
4. Miscellaneous.
-------------
3
<PAGE>
(a) Expenses. All costs and expenses incurred in connection with
--------
this Agreement and the purchase of the Shares contemplated hereby shall be paid
by the party incurring such expenses.
(b) Entire Agreement. This Agreement constitutes the entire
----------------
Agreement among the parties hereto and supercedes all prior agreements and
understandings, both written and oral, among them with respect to the subject
matter hereof. This Agreement is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(c) Governing Law. This Agreement shall be construed and
-------------
interpreted, and the rights of the parties determined, in accordance with the
laws of the State of New York (without reference to the choice of law
provisions).
(d) Counterparts. This Agreement may be executed in two or more
------------
counterparts, all of which shall be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be signed as of the date first written above.
HUGHES COMMUNICATIONS, INC.
By: /s/ Patrick T. Doyle
---------------------
Name: Patrick T. Doyle
Its: Senior Vice President
SELLERS
/s/ Mary Anselmo
-------------------------
Mary Anselmo
/s/ Frederick A. Landman
------------------------
Frederick A. Landman
/s/ Pier Landman
------------------------
Pier Landman
/s/ Lourdes Saralegui
-------------------------
Lourdes Saralegui
5
<PAGE>
FORMER CLASS A STOCKHOLDERS
/s/ Mary Anselmo
---------------------------------------------------
Name: MARY ANSELMO, as a trustee of the Article VII
Trust created by the RENE ANSELMO REVOCABLE
TRUST DATED JUNE 10, 1994 and as successor
trustee under the Voting Trust Agreement
dated as of February 28, 1995 and as a co-
trustee of the RAYCE ANSELMO TRUST DATED
DECEMBER 23, 1991
---------------------------------------------------
Name: FREDERICK A. LANDMAN, as trustee of the
Article VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as
successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
/s/ Lourdes Saralegui
---------------------------------------------------
Name: LOURDES SARALEGUI, as trustee of the Article
VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
6
<PAGE>
/s/ Pier Landman
---------------------------------------------------
Name: PIER LANDMAN, as the sole trustee of the
CHLOE LANDMAN TRUST DATED JUNE 10, 1988 and
the sole trustee of the RISSA LANDMAN TRUST
DATED JUNE 10, 1988
/s/ Patrick J. Costello
---------------------------------------------------
Name: PATRICK J. COSTELLO, as trustee of the
FREDERICK A. LANDMAN IRREVOCABLE TRUST DATED
DECEMBER 22, 1995 and as a successor trustee
of the RAYCE ANSELMO TRUST DATED DECEMBER 23,
1991
/s/ Reverge Anselmo
----------------------------------------------------
Name: REVERGE ANSELMO, as trustee of the Article
VII Trust created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10, 1994 and as a
successor trustee under the Voting Trust
Agreement dated as of February 28, 1995
7
