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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2*
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. Stott, 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 16, 1998
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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 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
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be subject to all other provisions of the Act (however, see the
Notes).
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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:
4,956,922 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 3,216,922 shares of Common Stock).
9. Sole Dispositive Power:
10. Shared Dispositive Power:
4,956,922 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 3,216,922 shares of Common Stock).
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,956,922 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 3,216,922 shares of Common Stock).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
30.89%
14. Type of Reporting Person
CO
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CUSIP No. 125127100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital Master 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
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
4,956,922 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 3,216,922 shares of Common Stock).
9. Sole Dispositive Power:
10. Shared Dispositive Power:
4,956,922 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 3,216,922 shares of Common Stock).
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,956,922 (in the form of Warrants exercisable for
1,740,000 shares of Common Stock and Preferred Shares
convertible into 3,216,922 shares of Common Stock).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
30.89%
14. Type of Reporting Person
PN
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The purpose of this Amendment No. 2 is to report a change in the
nature of the deemed beneficial ownership by Everest Capital
Fund, L.P. and Everest Capital International Ltd. (the "Funds")
of common stock (the "Common Stock") of CD Radio Inc. (the
"Issuer") by virtue of the expiration of an agreement entered
into among Everest Capital Master Fund, L.P., its investment
manager and the Issuer.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is the Common Stock. The deemed
beneficial ownership of Everest Capital Limited and
Everest Capital Master Fund, L.P. (the "Reporting
Persons") of Common Stock exists by virtue of ownership
of 579,046 shares of 10 1/2% Series C Convertible
Preferred Stock (the "Preferred Shares") of the Issuer
and 1,740,000 warrants (the "Warrants") exercisable into
one share of Common Stock each.
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 Master Fund, L.P. (the "Master
Fund").
(b) The Bank of Butterfield Building, 65 Front Street,
6th Floor, HM JX, Bermuda.
(c) The principal business of the Investment Manager is
investment management for the Master Fund and other
private investment vehicles and managed accounts.
The principal business of the Master Fund is to
serve as a private investment vehicle for the
Funds.
(d) During the last five years, neither 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.
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(e) During the last five years, neither 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, and the Master Fund is a
limited partnership formed under the laws of the
Cayman Islands.
Item 3. Source and Amount of Funds or Other Consideration.
The Master Fund obtained its interest in the securities
of the Issuer by means of contributions of capital by
the Funds. The Preferred Shares were received as of
December 11, 1997 in exchange for 1,564,175 shares of 5%
Delayed Convertible Preferred Stock pursuant to the
terms of an exchange offer, the terms of which were set
forth in Amendment No. 2 to the Issuer's Registration
Statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission (the
"Commission") on October 16, 1997, Registration
No. 333-34761. The terms of the Warrants are set forth
in a Common Stock Purchase Warrant dated October 31,
1997, a copy of which has been filed as Exhibit 4.12 to
the Issuer's Form 10-K (the "Warrant Agreement") filed
with the Commission on March 13, 1998, File
No. 000-24710.
Item. 4 Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
(a) As of May 15, 1998, the Reporting Persons
collectively held 579,046 Preferred Shares
convertible into 3,216,922 shares of Common Stock.
The Preferred Shares are convertible into Common
Stock pursuant to the terms disclosed in the
Registration Statement. As of June 16, 1998, the
Reporting Persons' conversion privileges are no
longer limited by the provisions set forth in an
agreement (the "Standstill Agreement") entered into
between the Reporting Persons and the Issuer as of
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June 15, 1997, as described in Exhibit 99.1 to the
Issuer's Current Report on Form 8-K (the "8-K
Exhibit"), filed with the Commission on July 8,
1997, Commission File Number 0-24710. Under the
Standstill Agreement, the Reporting Persons could
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 with
respect to ten percent or more of the outstanding
class of Common Stock. As of May 15, 1998, the
Reporting Persons collectively held 1,740,000
Warrants exercisable for one share of Common Stock
each.
The Reporting Persons are deemed to beneficially
own 4,956,922 shares of Common Stock by virtue of
the conversion of the Preferred Shares and the
exercise of the Warrants. Based on the Issuer's
most recent Form 10-Q, as of March 2, 1998
16,048,691 shares of Common Stock are outstanding.
Thus, the Reporting Persons are deemed to
beneficially own 30.89% of the Common Stock.
(b) No change.
(c) See Item 5(a).
(d) No change.
(e) No change.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement.
Other Exhibits: (i) The 8-K Exhibit, as amended from
time to time by the Issuer, is
incorporated herein by reference.
(ii) Warrant Agreement, is incorporated
herein by reference.
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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.
June 22, 1998
Date
Everest Capital Limited
/s/ Malcolm Stott
By: Malcolm Stott
Title: Chief Financial Officer
Everest Capital Master Fund, L.P.
By: Everest Capital Limited, General Partner
/s/ Malcolm Stott
By: Malcolm Stott
Title: Chief Financial Officer
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 2 to
Schedule 13D dated June 22, 1998 relating to the Common Stock of
CD Radio Inc. shall be filed on behalf of the undersigned.
EVEREST CAPITAL LIMITED
/s/ Malcolm Stott
By: Malcolm Stott
Title: Chief Financial Officer
EVEREST CAPITAL MASTER FUND, L.P.
By: Everest Capital Limited, General
Partner
/s/ Malcolm Stott
By: Malcolm Stott
Title: Chief Financial Officer
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00119001.DM8
