AMERICAN MOBILE SATELLITE CORP
8-K, 1996-07-02
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




                                  July 2, 1996
                Date of Report (Date of earliest event reported)



                      AMERICAN MOBILE SATELLITE CORPORATION
             (Exact name of registrant as specified in its charter)



                           DELAWARE 0-23044 93-0976127
             (State or other jurisdiction (Commission (IRS Employer
               of incorporation) File Number) Identification No.)



                10802 Parkridge Boulevard, Reston, Virginia 22091
               (Address of principal executive offices) (Zip Code)



                                 (703) 758-6000
              (Registrant's telephone number, including area code)

                                        1

<PAGE>



Item 5.  Other Events

     On July 2, 1996,  American  Mobile  Satellite  Corporation  (the "Company")
released  to the  press  the  statement  attached  hereto  as  Exhibit  99.5 and
incorporated herein by this reference, regarding the finalization by the Company
of a $225 million credit facility with Morgan Guaranty Trust Company of New York
and The Toronto Dominion Bank. The availability of amounts committed pursuant to
this  credit  facility  is  subject  to the  Company's  satisfaction  of certain
financial performance tests, as to which there can be no assurance.
                                        2

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                      AMERICAN MOBILE SATELLITE CORPORATION
                                      (Registrant)



Date:   July 2, 1996                  /s/ Patrick C. FitzPatrick
                                      --------------------------
                                      Patrick C. FitzPatrick
                                      Vice President and Chief Financial Officer





                                        3


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                               Exhibit

99.5     --                American Mobile Satellite Corporation Press Release
                           No. 96-#16 dated March 6, 1996 (filed herewith).

                                        4

<PAGE>

American Mobile Satellite Corporation
10802 Parkridge Blvd.
Reston VA
22091

703 758 6000
FAX 758 6111

News Release

Reference:        96-#16

FOR IMMEDIATE RELEASE

                      AMERICAN MOBILE SATELLITE CORPORATION
                       ANNOUNCES $225 MILLION REFINANCING

Reston, VA, July 2, 1996--American  Mobile Satellite Corporation (AMSC) (NASDAQ:
SKYC),  which  began  commercial  offering of its  satellite  telecommunications
services in January,  announced  today the  completion  of a $225  million  bank
financing that the company expects will meet its capital  requirements until its
operations  become fully  self-sufficient  on a cash flow basis. The company had
previously announced its intent to negotiate such a credit arrangement.

         The  five-year  term  loan  and  revolving  credit  facility  is  fully
underwritten  by  Morgan  Guaranty  Trust  Company  of New York and The  Toronto
Dominion  Bank  and  guaranteed  in  substantial  part  by  Hughes   Electronics
Corporation, Singapore Telecommunications Ltd. and Baron Capital Partners, L.P.,
three of the company's largest  investors.  As was previously  announced,  these
shareholders  have received  five-year  warrants to purchase 5 million shares of
AMSC's common stock at $24 per share as compensation for issuing the guarantees.

         "This  refinancing  stabilizes the  capitalization  requirements of our
business  and will  likely  enable  us to meet all  financing  needs  until  our
operations  are  fully  sustaining  on a  cash  flow  basis,"  said  Patrick  C.
FitzPatrick,  the company's chief financial officer. "It is also a reaffirmation
by  AMSC's  major  shareholders  of  our  business  potential.  We  welcome  and
appreciate their continuing support."
                                     -more-


<PAGE>


         The  refinancing  replaces  a $70  million  interim  financing  package
consisting of an extension of $40 million in existing indebtedness and two loans
totaling $30 million.

         During the first quarter of 1996, American Mobile Satellite Corporation
inaugurated voice revenue service operations via its AMSC-1 satellite.  Launched
in 1995, AMSC-1 makes possible a full range of mobile  communications  including
telephone,  data and  position  reporting  services  to land  mobile,  maritime,
aeronautical, transportation and fixed site customers throughout the continental
United States,  Alaska,  Hawaii, Puerto Rico, the Virgin Islands and hundreds of
miles of U.S. coastal waters.

Press Contacts:  Orly Konig Lopez         Investor Contacts:  Renate Brown Neely
American Mobile Satellite Corporation     American Mobile Satellite Corporation
703/716-6522                              703/716-6558

Martin Gitlin                             Jordan Darrow
The Financial Relations Board             The Financial Relations Board
212/661-8030                              212/661-8030


                                       ###



Factors  that could cause  forward-looking  statements  in this news  release to
differ  materially  from  actual  results are  discussed  in the  company's  S-1
registration statement;  Form 10K for the year ended December 31, 1995; Form 10Q
for the  quarter  ended  March 31,  1996 and  other  periodic  filings  with the
Securities  and Exchange  Commission.  Copies of the filings are available  upon
request from the company's investor relations department.





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