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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Everest Capital Limited
The Bank of Butterfield Building
65 Front Street
6th Floor
Hamilton HM JX, Bermuda
2. Date of Event Requiring Statement (Month/Day/Year)
June 16, 1998
3. IRS Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
CD Radio Inc.
CDRD
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
( ) Director (X) 10% Owner ( ) Officer (give title
below) ( ) Other
(specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Beneficially Owned
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1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
Securities Form: Beneficial Ownership
Beneficially Direct(D) or
Owned Indirect(I)
NO COMMON STOCK OWNED AT PRESENT TIME
Table II -- Derivative Securities Beneficially Owned
<TABLE>
<S> <C> <C> <C> <C> <C>
1.Title of 2.Date Exer- 3.Title and Amount 4. Conver- 5. Ownership 6. Nature of
Derivative cisable and of Securities sion or Form of Indirect
Security Expiration Underlying Exercise Derivative Beneficial
Date Derivative Security Price of Security:
Ownership
(Month/Day/ --------------- Deri- Direct(D) or
Year) Title Amount or vative Indirect (I)
--------------- Number of Security
Date Expira- Shares
Exer- tion
cisable Date
Series C 6/15/97 Common 3,216,922 $18.00*+ (I)
Convertible Stock
Preferred
Warrants 6/15/98 6/15/05 Common 1,740,000 $50.00+ (I)
Stock
</TABLE>
* Subject to adjustment in accordance with the Offer to Exchange
the 5% Delayed Convertible Preferred Stock for the 10 1/2%
Series C Convertible Preferred Stock of CD Radio, Inc. dated
October 16, 1997. No subsequent filings will be made to reflect
adjustments in the conversion price.
+ The Reporting Person disclaims beneficial ownership of these
securities except to the extent of its pecuniary interest
therein.
Explanation of Responses:
SIGNATURE OF REPORTING PERSON
Everest Capital Limited
2
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By: /s/ Malcolm Stott
___________________________
Malcolm Stott,
Chief Financial Officer
DATE: June 22, 1998
3
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CONFIRMING STATEMENT
This Statement confirms that the undersigned, Everest
Capital Master Fund, L.P., has authorized and designated Everest
Capital Limited to execute and file on the undersigned's behalf
all Forms 3, 4, and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership of
or transactions in securities of Ponder Industries Inc. The
authority of Everest Capital Limited under this Statement shall
continue until the undersigned is no longer required to file
Forms 3, 4, and 5 with regard to the undersigned's ownership of
or transactions in securities of Ponder Industries Inc. unless
earlier revoked in writing. The undersigned acknowledges that
Everest Capital Limited is not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
Date: June 22, 1998
Everest Capital Master Fund, L.P.
By: Everest Capital Limited, General Partner
/s/ Malcolm Stott
By: Malcolm Stott
Title: Chief Financial Officer
4
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Joint Filer Information
Name: Everest Capital Master Fund, L.P.
Address: c/o Everest Capital Limited
The Bank of Butterfield Building
65 Front Street
6th Floor
Hamilton HM JX, Bermuda
Designated Filer: Everest Capital Limited
Issuer & Ticker
Symbol: CD Radio Inc.
(CDRD)
Date of Event
Requiring Statement: June 16, 1998
Signature:
Everest Capital Master Fund, L.P.
By: Everest Capital Limited, General
Partner
/s/ Malcolm Stott
By: Malcolm Stott
Title: Chief Financial Officer
5
00119001.DM7
