May 9, 1997
EDGAR
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Enclosed on behalf of MacKay-Shields Financial Corporation is an
initial Schedule 13G filing pursuant to Rule 13d-1(b)(1) setting forth
information with respect to the following security:
CD Radio Inc., Common Stock
Would you please acknowledge receipt of the enclosed document by
affirmation number.
Very truly yours,
MACKAY-SHIELDS FINANCIAL
CORPORATION
By: /s/ Jeffry B. Platt
General Counsel
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CD Radio Inc.
(Name of issuer)
Common Stock
(Title of Class of Securities)
125127100
(CUSIP Number)
Check the following box if a fee is being paid with
this statement []. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP No. 125127100 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacKay-Shields Financial Corporation 13-2631681
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)0
(b)0
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,999,038 (See note at Item 4 below)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,999,038 (See note at Item 4 below)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,999,038 (See note at Item 4 below)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
16.2% (See note at Item 4 below)
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
CD Radio Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
1001 22nd Street, N.W.
Washington, DC 20037
ITEM 2 (a) Name of Person Filing:
MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
125127100
ITEM 3. If this statement is filed pursuant to Rules 13d-1 (b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [X] Investment adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1 (b)(1)(ii)(F)
Page 3 of 6 Pages
SCHEDULE 13G cont.
(g) [ ] Parent Holding Company, in accordance with section
240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-l(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
1,999,038 (See note below)
(b) Percent of Class:
16.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
1,999,038 (See note below)
(iii) sole power to dispose or to direct the disposition
of
Not Applicable
(iv) shared power to dispose or to direct the
disposition of
1,999,038 (See note below)
Note: All of the indicated shares of Common Stock
are issuable upon conversion of CD Radio Inc. 5% Delayed Convertible
Preferred Stock (the "5% Preferred"). The beneficial ownership
of shares of Common Stock listed above represents an estimate of
the number of shares of Common Stock issuable upon the conversion
of shares of 5% Preferred beneficially owned, assuming a conversion
date of May 5, 1997 and all dividends on shares of the 5% Preferred
are added to its liquidation preference. The number of shares of
Common Stock issuable upon conversion of the shares of the 5%
Preferred would equal such liquidation preference ($25 plus any
accrued but unpaid dividends) of the shares being converted plus
any other cash payments due to the holder thereof divided by the
then-effective conversion price applicable to the Common Stock
(the "Conversion Price"). The Conversion Price, as of any date
up to and including November 15, 1997, is determined in
accordance with a formula based on market prices of the
Common Stock or actual prices at which the converting holder
sold the Common Stock, in either case multiplied by an amount
equal to 1 minus a percentage that increases from 14.375% (at
this date) monthly to 27.875% (after November 15, 1997). The
actual number of shares of Common Stock issuable upon
conversion of the 5% Preferred beneficially owned by the
reporting person (and reported herein) is subject to change and
could be materially less or more than the amount reported herein,
depending upon factors which cannot be predicted at this time,
including among others, application of the conversion provisions
based on market prices prevailing at the actual date of conversion
and whether dividends on shares of 5% Preferred are paid in
cash or added to its liquidation preference.
Page 4 of 6 Pages
SCHEDULE 13G cont.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of
an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required.
Clients of the filing investment manager have the right to
receive and the ultimate power to direct the receipt of
dividends from, or the proceeds of the sale of, such
securities. The interest of The MainStay Funds, a registered
investment company, relates to more than 10% of the class.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
If a parent holding company has filed this Form, so indicate
under Item 3 (g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary, and,
if applicable, a separate exhibit furnishing the information
called for by Rule 13d-l(b)(1)(ii)(G) with respect to non-
qualified subsidiaries.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this Schedule, so indicate under Item
3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group.
Not Applicable
Page 5 of 6 Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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: May 9, 1997
Signature: /s/ Jeffry B. Platt
Name/Title: Jeffry B. Platt, General Counsel
Page 6 of 6 Pages
