UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
American Mobile Satellite Corporation
-------------------------------------
(Name of Issuer)
Common Stock $.01 Par Value
------------------------------
(Title of Class of Securities)
02755R 10 3
--------------
(CUSIP Number)
Ms. Chan Su Shan, Company Secretary, Singapore Telecommunications Limited
31 Exeter Road, Comcentre, Singapore 239732, Republic of Singapore
(011) (65) 838-2201 */
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 1995
-------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting 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.)
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
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).
*/With a copy to: Phillip L. Spector, Esq., Paul, Weiss, Rifkind,
Wharton & Garrison, 1615 L Street, N.W., Suite 1300, Washington, DC
20036, (202) 223-7340.
<PAGE>
SCHEDULE 13D
CUSIP NO. 301601 10 0 Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Singapore Telecommunications Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
NUMBER OF 7 SOLE VOTING POWER: 4,106,546 shares
SHARES
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER: 0 shares
REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER: 4,106,546 shares
10 SHARED DISPOSITIVE POWER: 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,106,546 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 301601 10 0 Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Temasek Holdings (Private) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
NUMBER OF 7 SOLE VOTING POWER: 4,106,546 shares
SHARES
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER: 0 shares
REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER: 4,106,546 shares
10 SHARED DISPOSITIVE POWER: 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,106,546 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
Page 4
AMENDED AND RESTATED SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock $0.01 par
value ("Common Stock") of American Mobile Satellite Corporation (the
"Issuer"), a Delaware corporation. The principal executive offices of
the Issuer are located at 10802 Parkridge Boulevard, Reston, Virginia
22091.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Singapore Telecommunications
Limited ("Singapore Telecom") and Temasek Holdings (Private) Limited
("Temasek"), both of which are Singapore corporations. (Singapore
Telecom and Temasek are collectively referred to herein as the
"Reporting Persons".) Singapore Telecom is approximately 88% owned by
Temasek, with the remaining 12% owned by members of the public. Temasek
is wholly owned by the Government of Singapore.
Singapore Telecom is principally engaged in the business of
operating and providing telecommunications systems and services. The
address of its principal business and principal office is 31 Exeter
Road, Comcentre, Singapore 239732, Republic of Singapore.
Temasek is an investment holding company of the Government of
Singapore, with holdings in a broad range of industry sectors. The
address of its principal business and principal office is 8 Shenton Way,
#38-03 Treasury Building, Singapore 068811, Republic of Singapore.
Schedules I and II attached hereto list each executive officer
and director of Singapore Telecom and Temasek, respectively, and the
business address, present principal occupation or employment, and
citizenship of each such executive officer and director, as well as the
name and address of any corporation or other organization in which such
employment is conducted.
Neither of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons named in Schedules I and II
has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons named in Schedules I and II
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree,
<PAGE>
Page 5
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Prior to November 1992, all of Singapore Telecom's holdings of
Common Stock were held indirectly through Mtel Space Technologies, L.P.
("Mtel L.P."), a Delaware partnership in which Singapore Telecom's legal
predecessor was a limited partner until November 1992.{1} The sole
assets of Mtel L.P. were shares of Common Stock. Singapore Telecom
provided funds to Mtel L.P. both by purchasing limited partnership units
in Mtel L.P. ("Mtel LPUs")and by purchasing convertible debentures
issued by Mtel L.P. (the "Mtel Convertible Debentures"). The Mtel
Convertible Debentures were, subject to certain conditions, convertible
into Mtel LPUs which, upon conversion, were to be redeemed immediately
for shares of Common Stock held of record by Mtel L.P.
At the time Mtel L.P. was restructured in November 1992,
Singapore Telecom had contributed $6,667,000 to Mtel L.P. through the
purchase of Mtel LPUs and had loaned Mtel L.P. $24,266,355 through the
purchase of Mtel Convertible Debentures. All such funds came from the
working capital of Singapore Telecom.
As part of the Mtel L.P. restructuring, all Mtel LPUs held by
Singapore Telecom were redeemed for shares of Common Stock, and a
portion of the Mtel Convertible Debentures held by Singapore Telecom
were converted. After the restructuring, Singapore Telecom held
directly 467,810 shares of Common Stock (equivalent to 1,116,363 shares
of Common Stock after the December 1993 stock split by the Issuer). In
addition, Singapore Telecom continued to hold $14,660,015 principal
amount of Mtel Convertible Debentures that, upon conversion into Mtel
LPUs, were to be redeemed immediately by Mtel L.P. for 318,841 shares
(760,869 post-split shares) of Common Stock held of record by Mtel L.P.
On December 20, 1993, Singapore Telecom engaged in the
transactions that required the filing of an initial statement on
Schedule 13D. On that date, Singapore Telecom purchased from the Issuer
911,854 shares of Common Stock for
- ---------------------------------------------
{1/}In April 1992, pursuant to the Telecommunication Authority of
Singapore Act 1992, Singapore Telecom became the successor in interest to
telecommunications businesses owned by the Telecommunication Authority of
Singapore (which continues to exercise regulatory oversight over those
businesses). Unless otherwise indicated by the context, "Singapore
Telecom" will be used to refer both to Singapore Telecommunications
Limited and to its legal predecessor.
<PAGE>
Page 6
a cash purchase price of $18 million. The funds used to make this purchase
came from the working capital of Singapore Telecom.
On that same date, 1,317,460 shares were issued to Singapore
Telecom by the Issuer upon conversion by Singapore Telecom of
$27,666,677 principal amount of subordinated convertible notes
previously issued by the Issuer to Singapore Telecom. The Singapore
Telecom funds loaned to the Issuer in connection with such convertible
notes ($20 million in August 1992 and $7,666,667 in October 1993) came
from the working capital of Singapore Telecom.
Earlier this month, Singapore Telecom delivered to Mtel L.P. a
notice of conversion with respect to the remaining Mtel Convertible
Debentures. Upon conversion, Singapore Telecom received 8451.71 Mtel
LPUs that, as noted above, were to be redeemed immediately by Mtel L.P.
in exchange for 760,869 shares of Common Stock held of record by Mtel
L.P. Singapore Telecom subsequently delivered to Mtel L.P. the
representations, warranties, and opinions of counsel necessary for Mtel
L.P. to effectuate the redemption (and thereby to transfer the 760,869
shares of Common Stock to Singapore Telecom), pursuant to the terms of
the American Mobile Satellite Corporation Amended and Restated
Stockholders' Agreement dated December 1, 1993 (the "AMSC Stockholders'
Agreement"). On December 27, 1995, Mtel L.P. redeemed the 8451.71 Mtel
LPUs and directed AMSC to transfer the 760,869 shares of Common Stock to
Singapore Telecom (effective as of that date).
To the best knowledge of the Reporting Persons, the funds used
by the persons listed in Schedules I and II to purchase the shares of
Common Stock specified in Item 5 below came from personal savings of
such persons.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock held by Singapore Telecom were
acquired for investment purposes, and continue to be held for such
purposes. Pursuant to the cumulative voting rights that exist under the
Issuer's Certificate of Incorporation with respect to the election of
the Issuer's board of directors, and pursuant to the rights that exist
under the Stockholders' Agreement (described in Item 6 below) with
respect to appointing directors to the executive committee of the
Issuer's board of directors, Singapore Telecom presently has the power
to designate, and has designated, two representatives on the Issuer's
board of directors and one representative on the Issuer's executive
committee. Singapore Telecom representatives also participate on other
committees of the Issuer's board of directors.
The ability of Singapore Telecom to acquire or dispose of
shares of Common Stock is limited to some degree
<PAGE>
Page 7
by certain agreements, as described under Item 6 below. Subject to such
agreements, the Reporting Persons may, from time to time, make additional
purchases of Common Stock of the Issuer either in the open market or in
private transactions, depending upon the Reporting Persons' evaluation of the
Issuer's business, prospects, and financial condition, the market for
the Common Stock of the Issuer, other opportunities available to the
Reporting Persons, general economic conditions, money and stock market
conditions, regulatory approvals or restrictions, and other factors.
The Reporting Persons may purchase Common Stock pursuant to the Right of
First Offer Agreement identified in Item 6, or in response to purchases
of, tender offers for, or any contractual arrangements to purchase,
Common Stock by or among other holders of Common Stock or other third
parties. Depending upon the factors noted above, the Reporting Persons
may also decide to hold or dispose of all or part of their investment in
the Common Stock of the Issuer.
Except as described herein, the Reporting Persons have no
present plan or proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or bylaws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) any act or course of conduct causing the Common Stock of the Issuer
to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) any act or course of conduct causing the Common Stock of the Issuer
to become eligible for termination of
<PAGE>
Page 8
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934 (the "Act"); or
(j) any action similar to any of those enumerated above.
The Reporting Persons reserve the right to formulate such
plans or proposals, and to take such action, with respect to any or all
of the foregoing matters and any other matters as they may deem
appropriate.
To the best knowledge of the Reporting Persons, all shares
identified in Item 5 below as beneficially owned by persons listed in
Schedules I and II were acquired by such persons for investment
purposes. Such persons may buy or sell shares of Common Stock in the
future as they deem appropriate, but, to the best knowledge of the
Reporting Persons, and except as otherwise indicated herein, such
persons have no present plan or proposal that relates to or would result
in the actions or events specified in (a) through (j) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Singapore Telecom owns beneficially 4,106,546 shares of Common
Stock of the Issuer, and will own of record that same number of shares
of Common Stock as soon as the formal transfer of the 760,869 shares of
Common Stock from Mtel L.P. to Singapore Telecom is concluded. Temasek
may be deemed to be the beneficial owner of those 4,106,546 shares of
Common Stock by reason of its ownership stake in Singapore Telecom.
Such shares constitute approximately 16.5% of the Common Stock of the
Issuer outstanding as of September 30, 1995 (based upon the information
set forth in the Issuer's Form 10-Q dated November 14, 1995).
To the best knowledge of the Reporting Persons, none of the
persons listed in Schedule I or II beneficially own or have the right to
acquire shares of Common Stock of the Issuer, except as set forth in the
table below:
NAME OF
BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
Lim Ho Kee 5,000 */
Lim Toon 2,000 */
Raphael Leong Sai Mooi 1,000 */
Chua Sock Koong 5,000 */
*/ Less than 0.1%
The Reporting Persons may be deemed to comprise a group
(within the meaning of Section 13(d)(3) of the Act) with the following
entities by virtue of the agreements
<PAGE>
Page 9
described in Item 6 below: (1) Hughes Communications Satellite Services,
Inc. ("Hughes"); and (2) Space Technologies Investments ("Investments")
and the following affiliates of Investments: Transit Communications, Inc.,
Satellite Mobile Telephone Company, L.P., and Satellite Communications
Investments Corporation (collectively with Investments, the "AT&T
Entities").{2}
The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock of the Issuer held by Hughes and the AT&T
Entities, and the filing of this statement by the Reporting Persons
shall not be construed as an admission by the Reporting Persons that
either of them is, for purposes of Section 13(d) of the Act, the
beneficial owner of any of the shares of Common Stock held by Hughes or
the AT&T Entities.
Based upon the information set forth in the Issuer's Proxy
Statement dated March 31, 1995 and the Issuer's Form 10-Q dated November
14, 1995, and upon additional information received from the Issuer, the
Reporting Persons believe that Hughes and the AT&T Entities beneficially
own the number of shares of Common Stock of the Issuer set forth in the
table below, constituting in each case that percentage of the
outstanding Common Stock of the Issuer set forth in the table:
- -------------------------------------------------------
{2/}Prior to the recent conversion of the remaining Mtel Convertible
Debentures, and the resulting transfer of the 760,869 shares of Common
Stock from Mtel L.P. to Singapore Telecom, the following entities might
also have been deemed to be part of such group: Mtel L.P., Mtel Space
Technologies Corporation ("Mtel Corp.") (Mtel L.P.'s general partner),
and Mtel Technologies, Inc. ("Mtel Corp. Affiliate") (Mtel L.P.'s limited
partner) (collectively, the "Mtel Group").
<PAGE>
Page 10
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
Hughes Communications
Satellite Services, Inc. 6,666,622 26.73
Space Technologies
Investments, Inc.{3} 1,855,539 7.19
Transit Communications, Inc. 681,818 2.64
Satellite Mobile Telephone
Company, L.P. 340,908 1.32
Satellite Communications
Investments Corporation{3} 1,068,420 4.14
------
AT&T Entities as a Group 15.28
(b) Singapore Telecom has sole power to vote or to direct the vote, and
sole power to dispose or to direct the disposition of, the shares of
Common Stock of the Issuer owned by it of record and beneficially,
subject to the effect of the agreements referred to in Item 6. By
reason of its ownership stake in Singapore Telecom, Temasek may be
deemed to have the power to direct the vote, or to direct the
disposition of, the shares of Common Stock of the Issuer beneficially
owned by Singapore Telecom, subject to the effect of the agreements
referred to in Item 6.
To the best knowledge of the Reporting Persons, each of the
persons listed in Schedule I or II has sole power to vote and to direct
the vote, and sole power to dispose and direct the disposition of, the
Common Stock of the Issuer beneficially owned by such person.
- ----------------------------------------------------------------
{3/}Reflects 649,347 shares of Common Stock issuable to Investments and
230,932 shares of Common Stock issuable to Satellite Communications
Investments Corporation ("SCIC"), respectively, upon the exercise of
certain warrants previously issued by the Issuer. These warrants are
exercisable at any time through December 20, 1998, subject to restriction
if such exercise would cause the Issuer's alien ownership level to exceed
the level permitted under the Communications Act of 1934, as amended (the
"Communications Act"). For the purpose of computing the percentage of
the Common Stock of the Issuer owned by the AT&T Entities, these warrants
were deemed to have been exercised and the shares of Common Stock
issuable upon such exercise were deemed to be outstanding.
<PAGE>
Page 11
(c) As noted under Item 3 above, Singapore Telecom earlier this month
delivered to Mtel L.P. a notice of conversion with respect to the
remaining Mtel Convertible Debentures. Upon conversion, Singapore
Telecom received 8451.71 Mtel LPUs that were to be redeemed immediately
by Mtel L.P. in exchange for 760,869 shares of Common Stock held of
record by Mtel L.P. Subsequently, Singapore Telecom delivered to Mtel
L.P. the representations, warranties, and opinions of counsel necessary
for Mtel L.P. to effectuate the redemption (and thereby to transfer the
760,869 shares of Common Stock to Singapore Telecom), pursuant to the
terms of the AMSC Stockholders' Agreement. On December 27, 1995, Mtel
L.P. redeemed the 8451.71 Mtel LPUs and directed AMSC to transfer the
760,869 shares of Common Stock to Singapore Telecom (effective as of
that date). With conversion of the Mtel Convertible Debentures and the
resulting transfer of the 760,869 shares of Common Stock from Mtel L.P.
to Singapore Telecom, the price per share amounted to approximately
$19.27.
To the best knowledge of the Reporting Persons, none of the
persons listed in Schedule I or II has sold or purchased shares of
Common Stock during the past sixty days, except as set forth in the
table below. To the best knowledge of the Reporting Persons, all such
transactions were effectuated on the open market.
PRICE SALE
DATE OF NUMBER PER OR
NAME TRANSACTION OF SHARES SHARE PURCHASE
Keith A.K. Tay 12/1/95 2,500 $27.00 Sale
The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the person identified in the above
table.
The Reporting Persons are not aware of transactions in shares
of Common Stock that were effectuated by Hughes or the AT&T Entities
during the past 60 days.
(d) The Reporting Persons do not know of any other person having the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock of the Issuer
owned by the Reporting Persons.
(e) Not applicable
<PAGE>
Page 12
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
The following descriptions are qualified in their entirety by
reference to the agreements attached as exhibits hereto and incorporated
herein by reference.
STOCKHOLDERS' AGREEMENT
The Issuer, Singapore Telecom, Hughes, the AT&T Entities, the
Mtel Group and all other holders of Common Stock of the Issuer as of
December 1, 1993 are parties to the AMSC Stockholders' Agreement. The
AMSC Stockholders' Agreement defines as a "Specified Stockholder" any
Stockholder of the Issuer that is a party to the AMSC Stockholders'
Agreement and, together with its affiliates, owns 5% or more of the
outstanding shares of Common Stock. Based upon the information set forth
in Item 5 above, each of Singapore Telecom, Hughes, and the AT&T Entities
is a "Specified Stockholder."{4}
In the AMSC Stockholders' Agreement, each Specified Stockholder
agrees (a) not to vote to remove directors of the Issuer except for cause
(as defined), and (b) not to elect a director of the Issuer who is not a
citizen of the United States without first permitting Singapore Telecom
to elect a director of the Issuer who is not a citizen of the United
States, provided that at the time Singapore Telecom can cast sufficient
cumulative votes to elect one director of the Issuer. In addition, each
Specified Stockholder agrees to cause its representatives on the board of
directors of the Issuer to appoint to the executive committee of the
board of directors of the Issuer (a) two directors nominated by each of
the two Specified Stockholders, or groups of Specified Stockholders
consisting of affiliates of one another, holding of record at the time of
determination the greatest number of shares of Common Stock, and (b) one
director nominated by the Specified Stockholder, or group of Specified
Stockholders consisting of affiliates of one another, holding of record
at the time of determination the third greatest number of shares of
Common Stock; provided that (i) the Specified Stockholder, or group of
Specified Stockholders, making such nomination holds of record at least
12% of the issued and outstanding Common Stock until the occurrence of
certain events, and thereafter 15% of the issued and outstanding Common
Stock, and (ii) each Specified Stockholder agrees, during the period that
any single Specified Stockholder, or group of Specified Stockholders
consisting of affiliates of one another, holds
- ----------------------------------------------------------------------
{4/}Prior to the recent conversion of the remaining Mtel Convertible
Debentures, and the resulting transfer of the 760,869 shares of Common
Stock from Mtel L.P. to Singapore Telecom, the Mtel Group owned in excess
of 5% of the outstanding shares of Common Stock, and was therefore a
"Specified Stockholder."
<PAGE>
Page 13
of record more than 50% of the issued and outstanding Common Stock, to
cause its representatives on the board of directors of the Issuer to
appoint to the executive committee of the board of directors of the
Issuer those directors nominated by such Specified Stockholder or group
of Specified Stockholders.
Under the AMSC Stockholders' Agreement, Singapore Telecom and
the Mtel Group are deemed to be "affiliates" of each other for the
purpose of determining whether as a group they are one of the three
largest holders of record of Common Stock and whether as a group they
hold greater than the required minimum percentage of Common Stock under
clause (i) of the preceding sentence; but they are not deemed to be
affiliates of one another for the purpose of determining their relative
ranking in holdings of Common Stock among the three largest groups of
Specified Stockholders. Although Singapore Telecom and the Mtel Group
are deemed to be part of a single group for the limited purposes
described in the preceding sentence, the Agreement does not require
Singapore Telecom and the Mtel Group to cooperate in the selection of any
nominee or nominees to the executive committee of the Issuer's board of
directors. Instead, the Agreement provides that whichever one of them
holds of record the larger amount of Common Stock is entitled to make
such nomination or nominations for their group. (Article Nine)
The AMSC Stockholders' Agreement requires each Specified
Stockholder to dispose of its shares of Common Stock if the continued
holding of such shares by such Specified Stockholder would prevent the
Issuer from engaging in any material part of the business of providing
mobile satellite services or digital audio radio services and, if such
sale does not occur, the Issuer has the option to purchase shares of
Common Stock from such Specified Stockholder for one dollar per share.
(Article Seven)
A Specified Stockholder may also be required to dispose of
shares of Common Stock of the Issuer in certain circumstances relating to
(a) an increase in the level of alien ownership in such Specified
Stockholder or (b) an increase in the level of alien ownership in the
Issuer as a result of certain actions taken by such Specified
Stockholder, which increases would cause a violation by the Issuer of the
restrictions on alien ownership contained in Section 310 of the
Communications Act and the related regulations and policies of the
Federal Communications Commission. If divestiture does not occur, and
such action is necessary to prevent a material adverse effect on the
Issuer (e.g., revocation of a material FCC license held by the Issuer or
a subsidiary of the Issuer), the Issuer has the option, to the extent
necessary to establish compliance, to purchase shares of Common Stock
from such Specified Stockholder for one dollar per share. (Article 8)
<PAGE>
Page 14
Under the AMSC Stockholders' Agreement, shares of Common Stock
may not be offered for sale, sold, or otherwise transferred other than
pursuant to a registration statement or unless an exemption from the
registration requirements of the Securities Act of 1933, as amended, is
then available. (Section 2.3)
The AMSC Stockholders' Agreement provides that shares of Common
Stock now or hereafter held by any Specified Stockholder (other than
shares that may be purchased by it in the open market) may not be
transferred by it to any person that would, after giving effect to the
transfer, together with its affiliates, own in excess of 5% of the
outstanding shares of Common Stock, unless such transferee first becomes
a party to the Agreement and makes certain representations and warranties
to the Issuer and the other Specified Stockholders. (Section 2.3 and
Articles Five and Six)
The AMSC Stockholders' Agreement grants each of the holders of
Common Stock party thereto certain demand and piggy-back registration
rights. (Article Ten)
Each Specified Stockholder has agreed in the AMSC Stockholders'
Agreement to vote all of the shares of Common Stock held by it in a
manner not inconsistent with the terms and provisions of the Agreement.
(Section 2.1)
The AMSC Stockholders' Agreement may be terminated by the
affirmative vote of the holders of three-fourths of the issued and
outstanding shares of Common Stock held by holders of Common Stock party
to the Agreement. (Section 2.1)
RIGHT OF FIRST OFFER AGREEMENT
The Issuer, Singapore Telecom, Hughes, the AT&T Entities, and
the Mtel Group are parties to a Right of First Offer Agreement ("ROFA")
dated November 30, 1993, pursuant to which each party thereto (other than
the Issuer) (a) granted to each of the other parties (other than the
Issuer), until September 30, 2003, a right of first offer with respect to
the shares of Common Stock, and securities exercisable or convertible
into shares of Common Stock, now or hereafter held by such party
(excluding shares of Common Stock acquired by such party in the open
market, and subject to certain other exceptions), and (b) agreed to
terminate the Investment Agreement dated January 21, 1991 among the
holders of Common Stock party to the ROFA (or their predecessors in
interest), pursuant to which the parties had granted each other certain
rights of first refusal in certain circumstances with respect to the
shares of Common Stock held by them.{5}
- ---------------------------------------------------------------------
{5/}Since the conversion of the remaining Mtel Convertible Debentures and
the resulting transfer of the 760,869 shares of Common Stock from Mtel
L.P. to Singapore Telecom causes the collective holding of shares of
Common Stock by the Mtel Group to drop below 5%, the Mtel Group is no
longer entitled to purchase shares of Common Stock from other parties
under the ROFA.
<PAGE>
Page 15
LETTER AGREEMENT
The Issuer, Singapore Telecom, Hughes, Investments, and Mtel
Corp. are parties to a letter agreement dated October 11, 1993 (the
"Letter Agreement"). Pursuant to the Letter Agreement, each of Singapore
Telecom, Investments, and Mtel Corp. (each, a "Party") was given the
opportunity by the Issuer to purchase shares of Common Stock from the
Issuer, on a pro rata basis (based upon the number of shares of Common
Stock held by such Party and its affiliates relative to the number of
shares of Common Stock held by other Parties and their affiliates),
concurrent with and conditioned upon the consummation of the Issuer's
initial public offering of shares of Common Stock ("IPO"), at a per share
price equal to 94% of the per share price to the public (before deducting
underwriting discounts and commissions). (Paragraph 2) (The
consummation of the IPO occurred on December 20, 1993.)
The Issuer agreed in the Letter Agreement not to, prior to the
third anniversary of the consummation of the IPO, (a) amend Article Fifth
or Sixth of its Certificate of Incorporation (relating to election of
directors and requisite Stockholder approval for certain actions) or
include any provision inconsistent therewith in such Certificate of
Incorporation or the Issuer's bylaws, (b) amend its Certificate of
Incorporation or bylaws to include any provisions, or otherwise enter
into any contractual arrangement with any person or entity, which are
"anti-takeover" in nature or which otherwise limit or impair the ability
of any person or entity to acquire shares of Common Stock, the rights of
any Stockholder (except as specifically contemplated by the Letter
Agreement) or the ability of a majority Stockholder to control the
Issuer, (c) delete any provision of the Issuer's Certificate of
Incorporation or bylaws if such deletion would have such effect, or (d)
enter into any agreement to do any of the foregoing. (Paragraph 6)
The Issuer also agreed in the Letter Agreement to obtain an
agreement from the underwriters for the IPO not to give to any Party or
its affiliates the opportunity to purchase shares of Common Stock from
the underwriters in the IPO unless the same opportunity was given to all
other Parties (and their affiliates), on a pro rata basis. Each Party
agreed not to purchase shares of Common Stock from the underwriters in
violation of the foregoing provisions. (Paragraph 4)
<PAGE>
Page 16
The Issuer also agreed to cause the underwriters for the IPO to
agree not to knowingly sell to any one person or entity and its
affiliates or any group (as used in Section 13(d)(3) of the Act) (other
than brokers and dealers) in the initial offering of the shares of Common
Stock a number of shares of Common Stock that exceeded 15% of the
aggregate number of shares sold in the IPO. (Paragraph 5)
Each Party agreed in the Letter Agreement to vote its shares of
Common Stock in favor of increasing the authorized share capital of the
Issuer to permit the sale of shares of Common Stock in the IPO, subject
to compliance in all material respects by the Issuer and the other
Parties with the provisions of the Letter Agreement. (Paragraph 7)
HOLDBACK AGREEMENT
Singapore Telecom entered into a Principal Stockholder Holdback
and Waiver Agreement (the "Holdback Agreement") dated October 20, 1993
with Donaldson, Lufkin & Jenrette Securities ("DLJ"), as representative
of the several underwriters for the IPO, pursuant to which Singapore
Telecom agreed (a) not to sell shares of Common Stock prior to the
expiration of 180 days from the date of the Prospectus dated December 13,
1993 (the "Prospectus"), other than to other parties to the Stockholders'
Agreement, without the prior written consent of DLJ, and (b) to waive its
registration rights under the Stockholders' Agreement for a period of 180
days after the date of the Prospectus.
MTEL PARTNERSHIP AGREEMENT
Mtel Corp., Mtel Corp. Affiliate, and Singapore Telecom are
parties to the Mtel Partnership Agreement. From November 18, 1992 (when
Mtel L.P. was restructured) through December 8, 1995 (when Singapore
Telecom redeemed the remaining Mtel Convertible Debentures), Mtel Corp.
was the general partner of Mtel L.P., and Mtel Corp. Affiliate was the
sole limited partner. Upon conversion of the Mtel Convertible
Debentures, Singapore Telecom received Mtel LPUs, and thus became a
limited partner for the brief period of time necessary for Mtel L.P. to
effectuate redemption of these LPUs in exchange for the 760,869 shares of
Common Stock held of record by Mtel L.P. (Sections 3.1 and 3.2 of the
Mtel Partnership Agreement)
The Mtel Partnership Agreement requires that, upon any
conversion of the Mtel Convertible Debentures by Singapore Telecom,
partnership units of Singapore Telecom on the one hand and Mtel Corp.
and/or Mtel Corp. Affiliate on the other hand are to be redeemed by Mtel
L.P. on a pro rata basis. The Mtel Partnership Agreement also provides
that the Partnership will terminate upon the sale or other disposition of
all shares of Common Stock held by Mtel L.P. Thus, the conversion in
full of the Mtel Convertible Debentures leads to a complete distribution
of all shares of Common Stock held
<PAGE>
Page 17
by Mtel L.P., which in turn causes termination of the Partnership.
(Sections 3.3 and 10.2 of the Mtel Partnership Agreement)
Mtel L.P., Mtel Corp., and Singapore Telecom are also parties
to the Amended and Restated Pledge and Voting Agreement dated November
18, 1992 ("Pledge and Voting Agreement"), which is appended to the Mtel
Partnership Agreement. Under the terms of the Mtel Partnership
Agreement, the Mtel Convertible Debentures, and the Pledge and Voting
Agreement, the repayment of those Debentures was secured by the pledge to
Singapore Telecom of the shares of Common Stock purchased by Mtel L.P.
with the proceeds received from Singapore Telecom for the Debentures.
Prior to the recent conversion by Singapore Telecom of the remaining Mtel
Convertible Debentures, 999,545 shares of Common Stock held of record by
Mtel L.P. were pledged to Singapore Telecom. Pursuant to the Pledge and
Voting Agreement, upon conversion of the remaining Mtel Convertible
Debentures, Singapore Telecom released its security interest in these
pledged shares of Common Stock. (Section 3.5 of the Mtel Partnership
Agreement; Section 8 of the Mtel Convertible Debentures; and
Sections 1.1, 1.2 and 4.4 of the Pledge and Voting Agreement)
Under the Pledge and Voting Agreement, Singapore Telecom, Mtel
Corp., and Mtel L.P. had also agreed to cooperate in certain matters
related to (a) the election of directors to the Issuer's board of
directors and (b) the appointment of directors to the executive committee
of the Issuer's board of directors. These provisions of the Pledge and
Voting Agreement terminated upon the conversion of the remaining Mtel
Convertible Debentures by Singapore Telecom. (Article 5 of the Pledge and
Voting Agreement)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit I -- Joint Filing Agreement dated December 28, 1995
Exhibit II -- Amended and Restated Stockholders' Agreement dated
December 1, 1993
Exhibit III -- Right of First Offer Agreement dated November 30,
1993
Exhibit IV -- Letter Agreement dated October 11, 1993
Exhibit V -- Principal Stockholder Holdback and Waiver Agreement
dated October 20, 1993
Exhibit VI -- Amended and Restated Limited Partnership Agreement of
Mtel Space Technologies, L.P. dated November 18, 1992
<PAGE>
Page 18
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
SINGAPORE TELECOMMUNICATIONS LTD.
By:/s/ Chia Choon Wei
-----------------------------
Name: Chia Choon Wei
Title: Vice President
Dated: December 28, 1995
TEMASEK HOLDINGS (PRIVATE) LTD.
By:/s/ Janet Seow
-------------------------------
Name: Janet Seow
Title: Company Secretary
Dated: December 28, 1995
<PAGE>
Page 19
EXHIBIT INDEX
EXHIBIT
NO.
Exhibit I Joint Filing Agreement dated December 28, 1995
Exhibit II Amended and Restated Stockholders' Agreement
dated December 1, 1993
Exhibit III Right of First Offer Agreement
dated November 30, 1993
Exhibit IV Letter Agreement dated October 11, 1993
Exhibit V Principal Stockholder Holdback and Waiver
Agreement dated October 20, 1993
Exhibit VI Amended and Restated Limited Partnership
Agreement of Mtel Space Technologies, L.P.
dated November 18, 1992
<PAGE>
SCHEDULE I
SINGAPORE TELECOMMUNICATIONS LIMITED
DIRECTORS & EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Koh Boon Hwee Board Member Singapore Telecom Executive Chairman Singapore
Chairman 31 Exeter Road Wuthelam Holdings Pte Ltd.
Comcentre 298 Tiong Bahru Road
Singapore 239732 #08-00 Tiong Bahru Plaza
Singapore 168730
Mr. Wong Hung Khim Board Member Singapore Telecom Chairman Singapore
Deputy 31 Exeter Road Jurong Town Corporation
Chairman Comcentre 321 Jurong Town Hall Road
Singapore 239732 Singapore 609433
BG Lee Hsien Yang Board Member Singapore Telecom President & CEO Singapore
President 31 Exeter Road Singapore Telecom
& CEO Comcentre 31 Exeter Road
Singapore 239732 Comcentre
Singapore 239732
Dr. Hong Hai Board Member Singapore Telecom President & CEO Singapore
31 Exeter Road Haw Par Brothers
Comcentre International Ltd.
Singapore 239732 180 Clemenceau Avenue
#08-00 Haw Par Glass Tower
Singapore 239722
<PAGE>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
Mr. Liew Heng San Board Member Singapore Telecom Deputy Secretary Singapore
31 Exeter Road (Communications)
Comcentre Ministry of Communications
Singapore 239732 #39-00 PSA Building
460 Alexandra Road
Singapore 119963
Mr. Lim Ho Kee Board Member Singapore Telecom Executive Vice President Singapore
31 Exeter Road & CEO
Comcentre (East Asia)
Singapore 239732 Union Bank of Switzerland
80 Raffles Place
#36-00 UOB Plaza 1
Singapore 048624
Mr. Quek Poh Huat Board Member Singapore Telecom President Singapore
31 Exeter Road Temasek Holdings Pte Ltd.
Comcentre 8 Shenton Way
Singapore 239732 #38-03 Treasury Building
Singapore 068811
Mr. Quek Tong Boon Board Member Singapore Telecom Director Singapore
31 Exeter Road Defence Materials
Comcentre Organization
Singapore 239732 Ministry of Defence
18th Storey, Tower A
Defence Technology Towers
Depot Road
Singapore 109676
<PAGE>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
Mr. Keith Tay
Ah Kee Board Member Singapore Telecom Asia Quest Associates Singapore
31 Exeter Road Pte Ltd.
Comcentre 30 Robinson Road
Singapore 239732 #03-02A Robinson Towers
Singapore 048546
Mrs. Yu-Foo
Yee Shoon Board Member Singapore Telecom Assistant Secretary Singapore
31 Exeter Road General
Comcentre National Trades Union
Singapore 239732 Congress
Trade Union House
Shenton Way
Singapore 068810
Mr. Lim Toon Executive Singapore Telecom Executive Vice President Singapore
Vice 31 Exeter Road (International Network)
President Comcentre 31 Exeter Road
(International Singapore 239732 Comcentre
Network) Singapore 239732
Mr. Raphael Leong Executive Singapore Telecom Executive Vice President Singapore
Sai Mooi Vice 31 Exeter Road (Local Services)
President Comcentre Singapore Telecom
(Local Singapore 239732 31 Exeter Road
Services) Comcentre
Singapore 239732
<PAGE>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
Ms. Chua Sock
Koong Senior Vice Singapore Telecom Senior Vice President Singapore
President 31 Exeter Road (Corporate Affairs
(Corporate Comcentre & Finance)
Affairs Singapore 239732 Singapore Telecom
& Finance) 31 Exeter Road
Comcentre
Singapore 239732
</TABLE>
<PAGE>
SCHEDULE II
TEMASEK HOLDINGS (PRIVATE) LIMITED
DIRECTORS & EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Lee Ek Tieng Board Temasek Holdings Managing Director, Monetary Singapore
Chairman Pte Ltd. Authority of Singapore
8 Shenton Way 10 Shenton Way
#38-03 Treasury Bldg 29th Floor MAS Building
Singapore 068811 Singapore 079117
Mr. Ngiam Tong Dow Deputy Board Temasek Holdings Permanent Secretary Singapore
Chairman Pte Ltd. Ministry of Finance
(ex-officio) 8 Shenton Way Revenue/Budget Divisions
#38-03 Treasury Bldg 8 Shenton Way
Singapore 068811 #43-00 Treasury Bldg
Singapore 068811
Mr. Hwang Peng
Yuan Deputy Board Temasek Holdings Deputy Chairman Singapore
Chairman Pte Ltd. Temasek Holdings Pte Ltd.
8 Shenton Way 8 Shenton Way
#38-03 Treasury Bldg #38-03 Treasury Bldg
Singapore 068811 Singapore 068811
<PAGE>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
Mr. Lum Choong Wah Board Member Temasek Holdings Executive Chairman Singapore
Pte Ltd. SNP Corporation Ltd.
8 Shenton Way 303 Upper Serangoon Road
#38-03 Treasury Bldg Singapore 347692
Singapore 068811
Dr. Andrew Chew Board Member Temasek Holdings Chairman Singapore
Guan Khuan Pte Ltd. Central Provident Fund
8 Shenton Way Board
#38-03 Treasury Bldg CPF Building
Singapore 068811 79 Robinson Road
Singapore 068897
Mr. Fock Siew Wah Board Member Temasek Holdings Chairman Singapore
Pte Ltd. Land Transport Authority
8 Shenton Way 251 North Bridge Road
#38-03 Treasury Bldg Singapore 179102
Singapore 068811
Mr. Lim Siong Guan Board Member Temasek Holdings Permanent Secretary Singapore
Pte Ltd. Public Service Division
8 Shenton Way 8 Shenton Way
#38-03 Treasury Bldg #47-01 Treasury Building
Singapore 068811 Singapore 068811
<PAGE>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
Dr. Michael
Y O Fam Board Member Temasek Holdings Chairman Singapore
Pte Ltd. Fraser & Neave Ltd.
8 Shenton Way 438 Alexandra Road
#38-03 Treasury Bldg #21-00 Alexandra Point
Singapore 068811 Singapore 119958
Mr. Peter Chen Min
Liang Board Member Temasek Holdings Chairman Singapore
Pte Ltd. Shell Singapore
8 Shenton Way 50 Raffles Place
#38-03 Treasury Bldg #44-00 Shell Tower
Singapore 068811 Singapore 048623
Mr. Quek Poh Huat President Temasek Holdings President Singapore
Pte Ltd. Temasek Holdings Pte Ltd.
8 Shenton Way 8 Shenton Way
#38-03 Treasury Bldg #38-03 Treasury Bldg
Singapore 068811 Singapore 068811
Mr. Quek Chee Hoon Executive Temasek Holdings Executive Vice President Singapore
Vice Pte Ltd. Temasek Holdings Pte Ltd.
President 8 Shenton Way 8 Shenton Way
#38-03 Treasury Bldg #38-03 Treasury Building
Singapore 068811 Singapore 068811
<PAGE>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
Mrs. Janet Seow Company Temasek Holdings Company Secretary/ Singapore
Secretary/ Pte Ltd. Vice President
Vice 8 Shenton Way Temasek Holdings Pte Ltd.
President #38-03 Treasury Bldg 8 Shenton Way
Singapore 068811 #38-03 Treasury Bldg
Singapore 068811
</TABLE>
EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D dated
December 28, 1995 with respect to the Common Stock, par value $.01 per
share, of American Mobile Satellite Corporation, a Delaware corporation.
This Joint Filing Agreement shall be included as an Exhibit to such joint
filing. In evidence thereof each of the undersigned, being duly
authorized, hereby executes this Agreement this 28th day of December
1995.
SINGAPORE TELECOMMUNICATIONS LTD.
By:/s/ Chia Choon Wei
------------------------------
Name: Chia Choon Wei
Title: Vice President
TEMASEK HOLDINGS (PRIVATE) LTD.
By:/s/ Janet Seow
------------------------------
Name: Janet Seow
Title: Company Secretary
