SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13d
(Amendment No.1)
XM SATELLITE RADIO
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
983759-10-1
(CUSIP Number)
Anne T. Larin
Legal Staff
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 665-4927
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 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 Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box .
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NAME OF REPORTING PERSON: General Motors Corporation
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
38-0572515
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) X
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e): .
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 5,553,252.
8. SHARED VOTING POWER: 5,553,252.
9. SOLE DISPOSITIVE POWER: 5,553,252.
10. SHARED DISPOSITIVE POWER: 5,553,252.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 11,861,221.
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: .
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.0%.
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO.
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1. NAME OF REPORTING PERSON: Hughes Electronics Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
52-1106564
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A)X
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e): .
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 6,307,969.
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 6,307,969.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,307,969.
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: .
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO.
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1. NAME OF REPORTING PERSON: DIRECTV Enterprises, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
95-4511942
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A)X
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e): .
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 6,307,969.
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 6,307,969.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,307,969.
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: .
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO.
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Item 2. Identity and Background.
The names, business addresses, and principal businesses of each of the
directors and executive officers of GM, Hughes, and DIRECTV (the "Reporting
Persons") are set forth on Schedule I hereto and incorporated by reference
herein. To the best knowledge of the Reporting Persons, each of its respective
executive officers and directors is a Untied States citizen other than Nobuyuki
Idei, who is a citizen of Japan, Percy N. Barnevik, who is a citizen of Sweden,
and Eckhard Pfeiffer, who is a citizen of Germany.
Item 3. Source and Amount of Funds or Other Consideration.
DIRECTV purchased 754,717 shares of 8.25% Series C Convertible Redeemable
Preferred Stock due February 1, 2012 (the "Series C Preferred Stock") for an
aggregate of $20 million.
Item 4. Purpose of Transaction.
DIRECTV acquired the Series C Preferred Stock as an equity investment in
the Issuer, both to strengthen the financial condition, and to share in a
possible increase in value, of a significant business associate.
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
Reporting Persons and the following entities by virtue of the Shareholders'
Agreement: (1) Clear Channel Investments, Inc. ("Clear Channel"); (2) Motient
Corporation ("Motient"); (3) Telcom-XM Investors, L.L.C. ("Telcom"); (4) 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"); (5) Baron Asset Fund, Baron iOpportunity
Fund and Baron Capital Asset Fund (collectively, "Baron"); (6) 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"); (7) AEA XM Investors I LLC and AEA XM Investors II LLC
(collectively, "AEA"); and (8) American Honda Motor Co., Inc. ("Honda"). The
Reporting Persons expressly disclaim beneficial ownership of the shares of Class
A Common 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 Common
Stock of the Issuer held by the other members of the group.
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Based solely upon the Available Data, the Reporting Persons believe
that, as of August 8, 2000, the members of the group beneficially owned the
number of shares of Class A Common Stock of the Issuer set forth in the table
below, constituting in each case that percentage of the Class A Common 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 Common Stock on
a one-for-one basis. The Issuer's Series C Preferred Stock is convertible into
shares of Class A Common Stock at the current conversion price of $26.50.
Name of Beneficial Owner Number of Shares Percentage
------------------------ ---------------- ----------
MOTIENT 16,757,262 34.3%
CLEAR CHANNEL 8,329,877 25.8%
COLUMBIA 3,531,343 10.9%
TELCOM 2,776,626 8.6%
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 Common 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 Common 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 GM 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 GM and DIRECTV by the Issuer, at a conversion price of
approximately $9.52 per share, (2) on October 8, 1999, each of GM and DIRECTV
acquired 160,000 shares of the Issuer's 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 Issuer's Series C
Preferred Stock at a purchase price of $1,000 per share.
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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 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 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.
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 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 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.
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 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 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, (3) on August 8, 2000, Columbia XM Radio
acquired 4,500 shares of the Issuer's 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 Issuer's Series C Preferred Stock at a purchase price of
$1,000 per share, and (5) on August 8, 2000, Columbia Capita Equity acquired
7,296.687 acquired shares of the Issuer's 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, 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 2,622,200 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
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 (3) on
August 8, 2000, M-D Capital Partners acquired 48,914 shares of the Issuer's
Series C Preferred Stock at a purchase price of $1,000 per share.
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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 58,247 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 Issuer's 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, 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 Common 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 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 Issuer's Class A Common Stock to Baron Asset
Fund pursuant to the terms of a note issued by Motient to Baron Asset Fund.
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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 Issuer's 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 Issuer's 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, 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 Issuer's 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, 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 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 Issuer's 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 Issuer's 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 Issuer's Series C 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 Common Stock of the Issuer
beneficially owned by the Reporting Person
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Shareholders' Agreement. Set forth below is a description of certain material
------------------------
provisions of the 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 GM
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 GM
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.
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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, American Honda Motor Co., Inc. and
Telcom-XM Investors, L.L.C. have 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, American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C. 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.
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Item 7. Materials 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 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 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 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)).
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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.
GENERAL MOTORS CORPORATION
By: Thomas A. Gottschalk
--------------------
Name: Thomas A. Gottschalk
Title: Senior Vice President and General Counsel
Date: August 21, 2000
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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.
HUGHES ELECTRONICS CORPORATION
By: Roxanne S. Austin
-----------------
Name: Roxanne S. Austin
Title: Senior Vice President and
Chief Financial Office
Date: August 21, 2000
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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.
DIRECTV ENTERPRISES, INC.
By: Robert L. Meyers
----------------
Name: Robert L. Meyers
Title: Executive Vice President and
Chief Financial Officer
Date: August 21, 2000
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
THE REPORTING PERSONS
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 is set forth below. Unless otherwise
specified, the business address of each person listed below is 100 Renaissance
Center, Detroit, Michigan 48243-7301.
NAME, BUSINESS ADDRESS AND
PRINCIPAL OCCUPATION, IF NOT
EXECUTIVE OFFICER OF GM POSITION WITH GM
Percy N. Barnevik Director
Chairman, ABB Ltd.
Affolternstrasse 44
Box 8131
CH-8050 Zurich Switzerland
John H. Bryan Director
Chairman, Sara Lee Corporation
Three First National Plaza, 46th Floor
Chicago, Illinois 60602-4260
Thomas E. Everhart Director
Professor Emeritus and Professor of
Electrical Engineering and Applied
Physics
California Institute of Technology
1200 E. California Blvd.
Pasadena, California 91125
John D. Finnegan Executive Vice President; Chairman
and President, General Motors
Acceptance Corporation
George M.C. Fisher Director
Chairman, Eastman Kodak Company
343 State Street
Rochester, New York 1460-0229
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Nobuki Idei Director
President and Chief Executive Officer
Sony Corporation
6-7-35 Kitashinagawa
Shinagawa-ku Tokyo 141-0001 Japan
Karen Katen Director
Executive Vice President, Pfizer
Pharmaceuticals Group and
President, U.S. Pharmaceuticals
Pfizer, Inc.
235 East 42nd Street
New York, New York 10017-5755
J. Michael Losh Executive Vice President and Chief
Financial Officer
J. Willard Marriott, Jr. Director
Chairman and Chief Executive Officer
Marriott International, Inc.
One Marriott Drive
Washington, D.C. 20058
Harry J. Pearce Vice Chairman
Eckhard Pfeiffer Director
Chairman, Intershop Communications
AG/Inc.
7 Saddlebrook Lane
Houston, Texas 77024
John F. Smith, Jr. Chairman
G. Richard Wagoner, Jr. Chief Executive Officer
Lloyd D. Ward Director
Chairman and Chief Executive Officer
Maytag Corporation
403 West 4th Street, North
Newton, Iowa 50208
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Dennis Weatherstone Director
c/o J. P. Morgan & Co., Incorporated
60 Wall Street, 21st Floor
New York, New York 10260
Ronald L. Zarrella Executive Vice President;
President, GM North America
Hughes Electronics 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 Hughes is set forth below. Unless otherwise specified, the
business address of each person listed below is 200 North Sepulveda Blvd., El
Segundo, California 90245.
NAME, BUSINESS ADDRESS AND
PRINCIPAL OCCUPATION, IF NOT
EXECUTIVE OFFICER OF HUGHES POSITION WITH HUGHES
Roxanne S. Austin Senior Vice President and
Chief Financial Officer
James M. Cornelius Director
Chairman, Guidant Corporation
P.O. Box 44906
Indianapolis, Indiana 46244
Thomas E. Everhart Director
(See occupation and address above)
Eddy W. Hartenstein Senior Executive Vice
President--Consumer Sector
J. Michael Losh Director
(See occupation and address above)
Peter A. Lund Director
Chief Executive Officer
DreamLife, Inc.
425 West 15th Street
New York, New York 10011
17
Harry J. Pearce Director
(See occupation and address above)
Eckhard Pfeiffer Director
(See occupation and address above)
Jack A. Shaw Senior Executive Vice
President--Enterprise Sector
Alfred C. Sikes Director
President, Hearst Interactive Media
The Hearst Corporation
959 8th Avenue
New York, New York 10019
John F. Smith, Jr. Director
(See occupation and address above)
Michael T. Smith Chairman and Chief Executive
Officer
Bernee D.L. Strom Director
President, InfoSpace Ventures LLC
5505 Lake Washington
Kirkland, Washington 98033
DIRECTV Enterprises, 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 DIRECTV is set forth below. Unless otherwise specified,
the business address of each person listed below is 2230 East Imperial Hwy., El
Segundo, California 90245.
NAME, BUSINESS ADDRESS AND
PRINCIPAL OCCUPATION, IF NOT
EXECUTIVE OFFICER OF DIRECTV POSITION WITH DIRECTV
David A. Baylor Executive Vice President
Odie Donald President
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William A. Casamo Executive Vice President
Larry Chapman Executive Vice President
Eddy W. Hartenstein Director
Robert L. Meyers Executive Vice President and
Chief Financial Officer
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