UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AMERICAN MOBILE SATELLITE CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
-----------------------------------
(Title of Class of Securities)
02755 R103
----------
(CUSIP Number)
CAROL FORSYTE
MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196
(847) 576-7646
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 29, 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 [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("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).
CUSIP NO. 02755 R103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Motorola, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Incorporation: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
7. SOLE VOTING POWER
2,470,532
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,470,532
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,470,532
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99 percent
14. TYPE OF REPORTING PERSON (See Instructions)
CO
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 ("Amendment") relates to the shares (the
"Shares") of common stock, par value $.01 per share, of American Mobile
Satellite Corporation, a Delaware corporation ("AMSC"). The Report on
Schedule 13D filed by Motorola, Inc., a Delaware corporation ("Motorola")
dated April 9, 1998, as amended by Amendment No. 1 dated July 22, 1998 and
Amendment No. 2 filed on September 7, 1999 with the Securities and Exchange
Commission (hereinafter collectively referred to as "Motorola Schedule
13D"), is hereby amended and supplemented as set forth below. All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Motorola Schedule 13D.
The percentage of Shares reported in this Amendment as being
beneficially owned by Motorola is based upon the number of outstanding
Shares on March 8, 2000 (49,414,676 Shares), which number was provided by
AMSC to Motorola on March 9, 2000.
Item 2. Identity and Background
Item 2 is hereby amended and restated as follows:
(a) - (c), (f) This statement is being filed by Motorola whose
principal executive offices are located at 1303 East Algonquin Road,
Schaumburg, IL 60196. Motorola is a global leader in providing integrated
communications solutions and embedded electronic solutions. These include:
(i) software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking and
Internet-access products, for consumers, network operators, and commercial,
government and industrial customers; (ii) embedded semiconductor solutions
for customers in the consumer, networking, transportation, wireless
communications and imaging and entertainment markets; and (iii) embedded
electronic systems for automotive, communications, imaging, manufacturing
systems, computer and industrial markets; and (iv) digital and analog
systems and set-top terminals for broadband cable television operators.
The names, business addresses and present principal occupations of the
directors and executive officers of Motorola are set forth in the attached
Appendix 1, which is incorporated herein by reference. Appendix 1 also
lists the principal business of any employer that employs a director who is
not also an executive officer of Motorola. To the best of Motorola's
knowledge, all directors and executive officers of Motorola are citizens of
the United States except as indicated on Appendix 1.
(d) - (e) Neither Motorola nor, to the best of Motorola's knowledge,
any of the directors or executive officers listed on Appendix 1 has been,
during the last five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following as the next to last
paragraph of Item 4:
Motorola sold 3,000,000 Shares on February 29, 2000 in a block trade
in the open market. Reference is made to the Lock-Up Agreement described
in Item 6 below for certain restrictions on the ability to sell or
otherwise dispose of the remaining Shares which Motorola owns.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) As of February 29, 2000, Motorola was the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of 2,470,532 Shares (constituting 4.99 percent of the total
outstanding shares of AMSC's common stock). To the best of Motorola's
knowledge, no Shares are beneficially owned by any of its executive
officers or directors, nor do such executive officers or directors have the
right to acquire any Shares.
(b) Motorola has the sole power to vote or direct the vote and to
dispose or direct the disposition of the 2,470,532 Shares listed as
beneficially owned by Motorola in Item 5(a).
(c) Motorola sold 3,000,000 Shares on February 29, 2000 at $28.00 per
share in a block sale effected in the open market over the Nasdaq Stock
Market by a broker. Except as disclosed herein, Motorola had no other
transactions in Shares during the last 60 days. To the best of Motorola's
knowledge, no director or executive officer listed on Appendix 1 has
engaged in any transactions in Shares during the past 60 days.
(d) Not applicable.
(e) As of February 29, 2000, Motorola ceased to be the beneficial
owner of more than 5% of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is hereby amended by adding the following as the second paragraph of
Item 6:
In connection with the sale of Shares effected on February 29, 2000,
Motorola has agreed with the broker who effected the sale not to dispose of
or hedge any of its Shares during the period from February 29, 2000 and
continuing through the date 60 days after February 29, 2000, except with
the prior written consent of the broker.
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.
Motorola, Inc.
Date: March 10, 2000 By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President
& Chief Financial Officer
\\S-il01-law\IL01-Law\Securities Group\SEC Company Folder\ 13
Company Folder\Nextel\Nextel 1999\Nextel 13D-A 7-21-99.doc
APPENDIX 1
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA
The following table sets forth the name, business address, and
principal occupation or employment at the present time for each director
and executive officer of Motorola. Unless otherwise noted, each such person
is a citizen of the United States. In addition, unless otherwise noted,
each such person's business address is 1303 East Algonquin Road,
Schaumburg, Illinois 60196.
DIRECTORS OF MOTOROLA, INC.
Christopher B. Galvin....Chairman of the Board and Chief Executive Officer,
Motorola, Inc.
Robert W. Galvin....Chairman of the Executive Committee, Motorola, Inc.
Robert L. Growney....President and Chief Operating Officer, Motorola, Inc.
Ronnie C. Chan....Chairman, Hang Lung Development Group. His business
address is: Hang Lung Development Company Limited, 28/F Standard Chartered
Bank Building, 4 Des Voeux Road Central, Hong Kong. Mr. Chan is a U.S.
citizen residing in Hong Kong.
H. Laurance Fuller....Co-Chairman of the Board of Directors, BP Amoco,
p.l.c. His business address is: BP Amoco, p.l.c., 200 East Randolph Street,
Chicago, IL 60601.
Anne P. Jones....Consultant. Her business address is: 5716 Bent Branch
Road, Bethesda, MD 20816.
Donald R. Jones....Retired; formerly Chief Financial Officer, Motorola,
Inc. His business address is: 182 Old Wick Lane, Inverness, IL 60067.
Judy C. Lewent....Senior Vice President and Chief Financial Officer, Merck
& Co., Inc. Her business address is: Merck & Co., Inc., One Merck Drive,
Whitehouse Station, NJ 08889.
Dr. Walter E. Massey....President of Morehouse College. His business
address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA 30314.
Nicholas Negroponte....Director of the Massachusetts Institute of
Technology Media Laboratory. His business address is: Massachusetts
Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA
02139.
John E. Pepper, Jr....Chairman of the Executive Committee of the Board of
Directors, Procter & Gamble Co. His business address is: Procter & Gamble
Co., One Procter & Gamble Plaza, Cincinnati, OH 45202.
Samuel C. Scott III....President and Chief Operating Officer, Corn Products
International. His business address is: CPC International, Inc. 6500 Archer
Road, Summit-Argo, IL 60501.
Gary L. Tooker....Retired; formerly Chairman of the Board, Motorola, Inc.
B. Kenneth West....Senior Consultant for Corporate Governance to Teachers
Insurance and Annuity Association-College Retirement Equities Fund. His
business address is: Harris Bankcorp, Inc. P.O. Box 775, Chicago, IL 60609.
Dr. John A. White....Chancellor, University of Arkansas. His business
address is: University of Arkansas, 425 Administration Building,
Fayetteville, AR 72701.
EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)
Keith J. Bane....Executive Vice President and President, Global Strategy
and Corporate Development.
Robert L. Barnett....Executive Vice President and President, Commercial,
Government and Industrial Solutions Sector, Communications Enterprise.
Edward D. Breen...Executive Vice President and President, Broadband
Communications Sector, Communications Enterprise.
Arnold S. Brenner....Executive Vice President and President, Global
Government Relations.
Glenn A. Gienko....Executive Vice President and Motorola Director of Human
Resources.
Merle L. Gilmore....Executive Vice President and President, Communications
Enterprise.
Joseph M. Guglielmi....Executive Vice President and President, Integrated
Electronic Systems Sector.
Bo Hedfors....Executive Vice President and President, Network Solutions
Sector, Communications Enterprise. Mr. Hedfors is a citizen of Sweden.
Carl F. Koenemann....Executive Vice President and Chief Financial Officer.
Ferdinand C. Kuznik....Executive Vice President and President, Motorola
Europe, Middle East, and Africa.
A. Peter Lawson....Executive Vice President, General Counsel and Secretary.
James A. Norling....Executive Vice President, Deputy to the Chief Executive
Office and President, Personal Communications Sector, Communications
Enterprise.
C. D. Tam....Executive Vice President and President, Asia Pacific Region.
Mr. Tam is a citizen of Hong Kong and permanent resident of the United
States.
Frederick T. Tucker....Executive Vice President, Deputy to the Chief
Executive Office and President, Semiconductor Products Sector.
Richard W. Younts....Executive Vice President and Senior Advisor on Asian
Affairs.
