UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: CD Radio Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 125127100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Dimitrijevic, c/o Everest Capital Limited,
The Bank of Butterfield Building,
65 Front Street, 6th Floor, Hamilton HM JX, Bermuda
(Date of Event which Requires Filing of this Statement)
June 26, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
*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).
CUSIP No. 125127100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
See Item 5.
9. Sole Dispositive Power:
10. Shared Dispositive Power:
See Item 5.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
See Items 5 and 6.
13. Percent of Class Represented by Amount in Row (11)
9.99%
14. Type of Reporting Person
CO
CUSIP No. 125127100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital International Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
See Item 5.
9. Sole Dispositive Power:
10. Shared Dispositive Power:
3
See Item 5.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
See Items 5 and 6.
13. Percent of Class Represented by Amount in Row (11)
9.99%
14. Type of Reporting Person
CO
CUSIP No. 125127100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 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:
4
8. Shared Voting Power:
See Item 5.
9. Sole Dispositive Power:
10. Shared Dispositive Power:
See Item 5.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
See Items 5 and 6.
13. Percent of Class Represented by Amount in Row (11)
9.99%
14. Type of Reporting Person
PN
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is the common stock (the "Common
Stock") of CD Radio Inc. (the "Issuer"). The Reporting
Persons' deemed beneficial ownership of Common Stock
exists by virtue of ownership of 5% Delayed Convertible
Preferred Shares (the "Preferred Shares") of the Issuer.
The name and address of the principal executive and
business office of the Issuer is:
CD Radio Inc.
1001 22nd Street N.W.
6th Floor
Washington, D.C. 20037
Item 2. Identity and Background
(a) Everest Capital Limited (the "Investment Manager"),
Everest Capital Fund, L.P. (the "Partnership") and
Everest Capital International Ltd. (the "Fund").
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(b) The Bank of Butterfield Building, 65 Front Street,
6th Floor, HM JX, Bermuda.
(c) The principal business of the Investment Manager is
to act as an investment manager for the Partnership
and the Fund. The principal business of the
Partnership and the Fund is to serve as private
investment vehicles.
(d) During the last five years, none of the Reporting
Persons nor any persons affiliated with the
Reporting Persons has been convicted in any
criminal proceeding, excluding traffic violations
or similar misdemeanors.
(e) During the last five years, none of the Reporting
Persons nor any persons affiliated with the
Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it or
such person 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) The Investment Manager is a corporation organized
under the laws of Bermuda, the Fund is a
corporation organized under the laws of the British
Virgin Islands, and the Partnership is a limited
partnership formed under the laws of the State of
Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Preferred Shares came
from the respective working capital of the Partnership
and the Fund. The Partnership and the Fund use lines of
credit in the ordinary course of business.
Item. 4 Purpose of Transactions.
The Preferred Shares held by the Partnership and the
Fund were acquired, and are being held, for investment
purposes. The acquisitions of the Preferred Shares
described herein were made in the ordinary course of the
Reporting Persons' businesses or investment activities,
as the case may be. The Reporting Persons reserve the
right to purchase or sell Preferred Shares in privately
negotiated transactions or in any other lawful manner in
the future.
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Item 5. Interest in Securities of Issuer.
(a) As of June 26, 1997, the Reporting Persons
collectively held 1,564,175 Preferred Shares, of
which 1,137,155 were held by the Fund and 427,020
were held by the Partnership. The Preferred Shares
are convertible into Common Stock under the terms
set forth in Exhibit 10.24 to the Issuer's Annual
Report on Form 10-K (the "10-K Exhibit") for the
year ended December 31, 1996, filed with the
Securities and Exchange Commission (the
"Commission") on May 14, 1997, Commission File
Number 0-24710. As set forth in the 10-K Exhibit,
conversion of the Preferred Shares was conditioned
upon approval by the Federal Communications
Commission of the issuance of shares of Common
Stock on conversion. The Issuer informed the
Reporting Persons that such approval was received
on June 26, 1997, the date of the event requiring
this filing. The Reporting Persons' conversion
privileges are limited by the provisions set forth
in an agreement (the "Standstill Agreement")
entered into between the Reporting Persons and the
Issuer as of June 15, 1997, as described in the
Issuer's Current Report on Form 8-K, Exhibit 99.1
(the "8-K Exhibit"), filed with the Commission on
July 8, 1997, Commission File Number 0-24710.
Under the Standstill Agreement, the Reporting
Persons may not acquire Common Stock by any means
including the conversion of the Preferred Shares,
if the acquisition would result in the Reporting
Persons having or sharing voting or investment
power over ten percent or more of the outstanding
class of Common Stock.
(b) The Reporting Persons have the sole power to
dispose of all of the Preferred Shares held by
them. As to any Common Stock obtained by the
Reporting Persons through open-market purchases,
conversion of the Preferred Shares or otherwise,
the Reporting Persons would have the sole power to
vote and dispose of the Common Stock.
(c) Not applicable.
(d) No 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
the Preferred Shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Pursuant to the terms of the 8-K Exhibit, the Reporting
Persons may be deemed to have an interest in the Common
Stock by virtue of holdings in warrants to purchase
Common Stock and a commitment to purchase from the
Issuer shares of a class of convertible preferred stock
separate from the Preferred Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement.
Other
Exhibits: The 10-K Exhibit and the 8-K Exhibit, each
of which, as amended from time to time by
the Issuer, is incorporated herein by
reference.
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.
July 9, 1997
____________________________
Date
Everest Capital Limited
/s/ Marko Dimitrijevic
By: Marko Dimitrijevic
Title: President
Everest Capital International Ltd.
By: Everest Capital Limited, Investment Manager
/s/ Marko Dimitrijevic
By: Marko Dimitrijevic
Title: President
Everest Capital Fund, L.P.
By: Everest Capital Limited, General Partner
/s/ Marko Dimitrijevic
By: Marko Dimitrijevic
Title: President
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
July 9, 1997 relating to the Common Stock of CD Radio Inc. shall
be filed on behalf of the undersigned.
EVEREST CAPITAL LIMITED
/s/ Marko Dimitrijevic
By: Marko Dimitrijevic
Title: President
EVEREST CAPITAL INTERNATIONAL LTD.
By: Everest Capital Limited,
Investment Manager
/s/ Marko Dimitrijevic
By: Marko Dimitrijevic
Title: President
EVEREST CAPITAL FUND, L.P.
By: Everest Capital Limited, General
Partner
/s/ Marko Dimitrijevic
By: Marko Dimitrijevic
Title: President
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00119001.CW2
