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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(AMENDMENT NO. 4)
AMERICAN MOBILE SATELLITE CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE 02755R 10 3
- --------------------------------- -------------------
(Title of class of securities) (CUSIP number)
SCOTT B. TOLLEFSEN
HUGHES COMMUNICATIONS SATELLITE SERVICES, INC.
1500 HUGHES WAY
LONG BEACH, CA 90810
(310) 525-5150
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(Name, address and telephone number of person authorized to receive notices
and communications)
MARCH 28, 1997
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(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 [_].
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).
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<PAGE>
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CUSIP No. 02755R 10 3 13D-Page 2
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1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS SATELLITE
SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. 95-3881942
OF ABOVE PERSON:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)[_]
(B)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA
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NUMBER OF 7 SOLE VOTING POWER: 6,691,622
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 6,691,622
REPORTING
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622
REPORTING PERSON:
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.62%
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14 TYPE OF REPORTING PERSON: CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02755R 10 3 13D-Page 3
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1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622
REPORTING PERSON:
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.62%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02755R 10 3 13D-Page 4
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1 NAME OF REPORTING PERSON: HE HOLDINGS, INC., FORMERLY
KNOWN AS HUGHES AIRCRAFT COMPANY
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622
OWNED BY
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
--------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622
REPORTING PERSON:
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.62%
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14 TYPE OF REPORTING PERSON: CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02755R 10 3 13D-Page 5
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1 NAME OF REPORTING PERSON: HUGHES ELECTRONICS CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE
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NUMBER OF 7 SOLE VOTING POWER: 4,125,000
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622
OWNED BY
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 4,125,000
REPORTING
------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 10,816,622
REPORTING PERSON:
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.00%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02755R 10 3 13D-Page 6
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1 NAME OF REPORTING PERSON: GENERAL MOTORS CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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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 ITEM 2(d) OR 2(e): [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 10,816,622
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,816,622
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 10,816,622
REPORTING PERSON:
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.00%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This constitutes Amendment No. 4 to the Schedule 13D (the
"Statement") filed with the Securities and Exchange Commission (the
"Commission") by Hughes Communications Satellite Services, Inc. ("HCSS"), Hughes
Communications, Inc., HE Holdings, Inc., formerly known as Hughes Aircraft
Company, Hughes Electronics Corporation ("HE") and General Motors Corporation
(collectively, the "Reporting Persons"), with respect to the Common Stock, $.01
par value (the "Common Stock"), of American Mobile Satellite Corporation, a
Delaware corporation (the "Company").
Item 2. Identity and Background
Schedules I and II of the Statement are hereby amended in their
entirety by Schedules I and II attached hereto, in order to update certain
information contained therein with respect to the executive officers and
directors of HCSS and General Motors Corporation, respectively. Schedule A
hereto lists each executive officer and director of HE and the business address,
present principal occupation or employment and citizenship of each such
executive officer and director, as well as the name, principal business and
address of any corporation or other organization in which such employment is
conducted.
During the last five years, none of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the other persons named in Item 2
to the Statement has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), except as set forth in Schedule III
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attached to Amendment No. 3 to the Statement filed with the Commission on
July 19, 1996 ("Amendment No. 3 to the Statement").
During the last five years, none of the Reporting persons nor, to
the knowledge of the Reporting Persons, any of the other persons named in Item 2
to the Statement was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or 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, except
as set forth in Schedule IV attached to Amendment No. 3 to the Statement. Item
4. Purpose of the Transaction
The information in Item 6 is incorporated herein by reference.
Except as described in Item 6 below, the Reporting Persons currently
have no plans or proposals which would result in any of the actions described in
clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in
Securities of the Issuer
(a) The percentage of Common Stock reported in this Amendment as
being beneficially owned by the Reporting Persons is based upon 25,111,180
shares of outstanding Common Stock, representing the number of outstanding
shares of Common Stock identified in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 and after giving effect to the
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number of shares of Common Stock beneficially owned by the Reporting Persons.
The information in Item 6 is incorporated herein by reference.
To the knowledge of the Reporting Persons, as of December 1, 1996,
the persons other than the Reporting Persons named in Item 2 to the Statement
beneficially owned, or had the right to acquire, 6,191 shares of Common Stock of
the Company.
As previously described in Amendment No. 3 to the Statement, the
Reporting Persons may be deemed to comprise a group (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, (the
"Act")) with the following entities by virtue of the agreements described in
Amendment No. 3 to the Statement: (1) 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, the "Investments
Entities"); (2) Mtel Space Technologies, L.P. ("Mtel L.P."), its general
partner, Mtel Space Technologies, Inc. (collectively, the "Mtel Group"); and (3)
Singapore Telecommunications Ltd. ("Singapore Telecom"). As previously described
in Amendment No. 3 to the Statement, the Mtel Group might no longer be deemed to
be part of such group.
The Reporting Persons expressly disclaim any beneficial interest in
the shares of Common Stock of the Company held by the Investments Entities, the
Mtel Group and Singapore Telecom, and the filing of this Amendment No. 4 to the
Statement by the Reporting Persons shall not be construed as an admission by the
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<PAGE>
Reporting Persons that any 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 any of the
Investments Entities, the Mtel Group and Singapore Telecom.
Based solely upon the information set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and upon additional
information received from the Company, the Reporting Persons believe that the
Investments Entities and Singapore Telecom beneficially own the number of shares
of Common Stock of the Company set forth in the table below, constituting in
each case that percentage of the outstanding Common Stock of the Company set
forth in the table below.
Name of Beneficial Owner Number of Shares Percentage (1)
- ------------------------ ---------------- --------------
Space Technologies
Investments, Inc. (2) 1,855,539 7.2%
Transit Communications, Inc. 681,818 2.7%
Satellite Communications
Investments Corporations (2) 1,344,067 5.3%
--------- ----
As a Group 3,881,424 14.9%
Singapore Telecommunications Ltd. (3) 4,794,046 18.6%
(1) For the purpose of computing the percentage of the Common Stock of the
Company beneficially owned by the entities listed above, warrants held by
such entities were deemed to be exercised to the extent presently
exercisable, and the shares of Common Stock issuable upon such exercise
were deemed to be outstanding.
(2) Includes 649,347 shares of Common Stock issuable to Investments and
230,932 shares of Common Stock issuable to Satellite Communications
Investments Corporation upon the exercise of certain warrants
previously issued by the Company. These warrants are currently
exercisable through December 20, 1998 at an exercise price of $21
per share of Common Stock, subject to certain restrictions if such
exercise would cause the Company's foreign ownership to exceed
levels permitted by the Communications Act of 1934, as amended.
10
<PAGE>
(3) Consists of 4,106,546 shares of Common Stock held of record and
beneficially by Singapore Telecom and 687,500 shares of Common
Stock issuable to Singapore Telecom upon the exercise of a warrant
that, as previously described in Amendment No. 3 to the Statement,
Singapore Telecom received (the "ST Warrant") as part of the
consideration for a guaranty that it provided in connection with
long-term financing for the Company. The ST Warrant was recently
amended. See Item 6.
(b) To the knowledge of the Reporting Persons, except as
described in Item 6, the persons named in Item 2 to the Statement, the
Investments Entities and Singapore Telecom did not effect any
transactions in shares of Common Stock of the Company during the past 60
days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As previously described in Amendment No. 3 to the Statement, HE,
Singapore Telecom, Baron Capital Partners, L.P. (collectively, the
"Guarantors"), the Company and AMSC Subsidiary Corporation ("Subsidiary") are
parties to that certain Guaranty Issuance Agreement dated June 28, 1996 (the
"Guaranty Issuance Agreement") pursuant to which, among other things, the
Company issued to the Guarantors Warrants to purchase Common Stock (the
"Warrants"). At the request of the Company, the Guarantors have entered into
that certain Amendment No. 1 to the Guaranty Issuance Agreement, dated as of
March 27, 1997 ("Amendment No. 1"), with the Company and the Subsidiary, a copy
of which is filed as an exhibit hereto and is incorporated herein by reference.
Pursuant to Amendment No. 1, the financial covenants set forth in the
Performance Schedule to the Guaranty Issuance Agreement were eliminated and the
Borrowing Limit and corresponding time periods governing such borrowing were
modified. The Borrowing Limit between
11
<PAGE>
April 1, 1997 and June 30, 1997 is $180,00,000, and increases by $10,000,000 in
each of the third and fourth quarters of 1997.
In consideration for the agreement by the Guarantors to the
modifications to the Guaranty Issuance Agreement effected by Amendment No. 1,
pursuant to the terms of that certain Amendment No. 1 to the Warrant
Certificates, dated as of March 27, 1997 ("Amendment No. 1 to the Warrants"),
among the Guarantors and the Company, a copy of which is filed as an exhibit
hereto and is incorporated herein by reference, the Warrants were amended by
increasing the aggregate number of shares of Common Stock (the "Shares")
issuable upon exercise thereof to 5,500,000, adjusting the exercise price to
$13.00 and eliminating certain restrictions on the amount of Shares issuable
upon exercise thereof. As a result of Amendment No. 1 to the Warrants, HE has
the current right to acquire 4,125,000 Shares and Singapore Telecom has the
current right to acquire 687,500 Shares.
Item 7. Material to be Filed as Exhibits.
1. Amendment No. 1 to the Guaranty Issuance Agreement, dated
as of March 27, 1997, among the Guarantors, the Company and the
Subsidiary.
2. Amendment No. 1 to the Warrant Certificates, dated as of
March 27, 1997, among the Guarantors and the Company.
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: April 7, 1997
HUGHES COMMUNICATIONS SATELLITE SERVICES, INC.
By: /s/ Scott B. Tollefsen
----------------------------------
Name: Scott B. Tollefsen
Title: Vice President and Secretary
HUGHES COMMUNICATIONS, INC.
By: /s/ Scott B. Tollefsen
----------------------------------
Name: Scott B. Tollefsen
Title: Vice President and Secretary
HE HOLDINGS, INC.
By: /s/Roxanne S. Austin
----------------------------------
Name: Roxanne S. Austin
Title: Senior Vice President,
Treasurer and Controller
HUGHES ELECTRONICS CORPORATION
By: /s/Roxanne S. Austin
----------------------------------
Name: Roxanne S. Austin
Title: Senior Vice President,
Treasurer and Controller
GENERAL MOTORS CORPORATION
By: /s/ Martin Darvick
----------------------------------
Name: Martin Darvick
Title: Assistant Secretary
13
<PAGE>
Schedule I
HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. ("HCSS")
EXECUTIVE OFFICERS AND DIRECTORS
All directors and executive officers of HCSS are citizens of the
United States. Unless otherwise specified, the business address of each person
listed below is 1500 Hughes Way, Long Beach, California 90810.
Name and Address Position with HCSS Principal Occupation or
Employment
- --------------------- --------------------- --------------------------
G.P. Bertonneau Vice President Vice President of HCSS
Carl A. Brown Senior Vice President Senior Vice President of HCSS
Jerald F. Farrell President and Director President of Hughes
Communications, Inc.
M.T. Fitch Vice President Vice President of HCSS
Edward J. Fitzpatrick Vice President Vice President of HCSS
Arlene C. Kahng Assistant Secretary Associate General Counsel
and Assistant Secretary of
Hughes Communications, Inc.
Harold B. McDonnell Executive Vice President Executive Vice President of
HCSS
Elizabeth S.C.S. Murray Vice President and Chief Vice President and Chief
Financial Officer Financial Officer of Hughes
Communications, Inc.
John S. Perkins Vice President Vice President of HCSS
Craig A. Stephens Vice President Vice President of HCSS
Floyd R. Stuart Vice President Vice President of HCSS
Daniel P. Sullivan Vice President Vice President of HCSS
Scott B. Tollefsen Vice President, General Vice President, General
Counsel and Secretary Counsel and Secretary of
Hughes Communications,
Inc.
<PAGE>
SCHEDULE A
HUGHES ELECTRONICS CORPORATION ("HE")
EXECUTIVE OFFICERS AND DIRECTORS
All directors and executive officers of HE are citizens of the
United States. Unless otherwise specified, the business address of each person
listed below is 7200 Hughes Terrace, Los Angeles, California 90045.
Name and Address Position with HE Principal Occupation or
Employment
- ---------------------- ------------------- ------------------------
C. Michael Armstrong Chairman of the Board of Chairman of the Board and
Directors and Chief Chief Executive Officer
Executive Officer of HE
Charles T. Fisher, III Director Former Chairman and
P.O. Box 116 President, First Chicago
Detroit, MI 48232 NBD Corporation
J. Michael Losh Director Executive Vice President
3044 West Grand Blvd. and Chief Financial
Detroit, MI 48202 Officer of GM
Charles H. Noski Director, Vice Chairman Vice Chairman and Chief
and Chief Financial Financial Officer of HE
Officer
Harry J. Pearce Director Vice Chairman of GM
3044 West Grand Blvd.
Detroit, MI 48202
Edmund T. Pratt, Jr. Director Chairman Emeritus,
235 East 42nd Street Pfizer, Inc.
23rd Floor
New York, NY 10017
John F. Smith, Jr. Director Chairman of the Board,
3044 West Grand Blvd. Chief Executive Officer
Detroit, MI 48202 and President of GM
Michael T. Smith Director, Vice Chairman Vice Chairman of HE
1100 Wilson Boulevard
Arlington, VA 22209
<PAGE>
Name and Address Position with HE Principal Occupation or
Employment
- ----------------------- --------------------- ------------------------
Thomas H. Wyman Director Senior Advisor, SBC
The Equitable Center Warburg, Inc.; Former
787 Seventh Avenue Chairman of the Board,
New York, NY 10019 CBS, Inc.; Former
Chairman, S.G. Warburg
& Co., Inc.
Steven D. Dorfman Executive Vice President Executive Vice President
of HE
John C. Weaver Executive Vice President Executive Vice President
of HE
Roxanne S. Austin Senior Vice President, Senior Vice President,
Treasurer and Controller Treasurer and Controller
of HE
Gareth C.C. Chang Senior Vice President Senior Vice President of
HE
Arthur N. Chester Senior Vice President Senior Vice President of
HE
John J. Higgins Senior Vice President Senior Vice President and
and General Counsel General Counsel of HE
Jack A. Shaw Senior Vice President Senior Vice President of
HE
W. Scott Walker Senior Vice President Senior Vice President of
HE
Theodore G. Westerman Senior Vice President Senior Vice President of
HE
David R. Barclay Vice President Vice President of HE
Kenneth N. Heintz Vice President Vice President of HE
Calvin J. Kirby Vice President Vice President of HE
William D. Merritt Vice President Vice President of HE
Wanda K. Denson-Low Secretary Secretary of HE
<PAGE>
SCHEDULE II
GENERAL MOTORS CORPORATION ("GM")
EXECUTIVE OFFICERS AND DIRECTORS
All directors and executive officers of GM are citizens of the
United States, except for Percy Barnevik who is a citizen of Sweden.
John G. Smale, Chairman of the GM Board of Directors and a
director of GM was born in Listowel, Ontario, Canada, and is a naturalized U.S.
citizen.
Dennis Weatherstone, a member of the GM Board of Directors,
was born in London, England, and is a citizen of both the United States and
Great Britain.
Mr. Smale and Mr. Weatherstone are not aliens, therefore,
disclosure is not required. In exercising an abundance of caution, their birth
places and citizenship are provided.
Unless otherwise specified, the business address of each
person listed below is 3044 West Grand Boulevard, Detroit, Michigan 48202.
Name and Address Position with GM Principal Occupation or
Employment
- --------------------- -------------------- -----------------------------
Anne L. Armstrong Director Chairman of the Board of
P.O. Box 1358 Trustees, Center for
Kingsville, TX 78364 Strategic and International
Studies
Percy Barnevik Director Chairman and Chief Executive
AFSOLTERNSTRASSE 44 Officer, ABB Asea Brown
P.O. Box 8131 Boveri Ltd.
Ch-8050 Zurich, Switerland
J.T. Battenberg III Executive Vice President GM Executive Vice
and President of Delphi President and President of
Automotive Systems Delphi Automotive Systems
John H. Bryan Director Chairman and Chief
Three First National Executive Officer, Sara Lee
Plaza Corp.
Chicago, IL 60602
<PAGE>
Name and Address Position with GM Principal Occupation or
Employment
- --------------------- -------------------- -----------------------------
Thomas E. Everhart Director President, California
Parsons-Gates Hall of Institute of Technology
Administration
1201 East California
Boulevard, Rm. 204
Pasadena, CA 91125
Charles T. Fisher, III Director Former Chairman and
P.O. Box 116 President, First Chicago
Detroit, MI 48232 NBD Corporation
George M.C. Fisher Director Chairman and Chief
Executive Officer, Eastman
Kodak Company
Thomas A. Gottschalk Senior Vice President Senior Vice President and
and General Counsel General Counsel of GM
Louis R. Hughes Executive Vice President GM Executive Vice
and President of President and President of
International Operations International Operations
Richard G. LeFauve Senior Vice President Senior Vice President and
and President, General President, General Motors
Motors University University
J. Michael Losh Executive Vice President Executive Vice President
and Chief Financial and Chief Financial Officer
Officer of GM
J. Willard Marriott, Jr. Director Chairman of the Board and
One Marriott Drive CEO, Marriott International,
Washington, D.C. 20058 Inc.
Ann D. McLaughlin Director Former U.S. Secretary of
4320 Garfield Street, Labor; President, Federal
N.W. City Council; Vice
Washington, D.C. 20007 Chairman, The Aspen
Institute
Harry J. Pearce Vice Chairman and Vice Chairman of GM
Director
Eckhard Pfeiffer Director Chief Executive Officer and
Director of Compaq
Computer Corporation
<PAGE>
Name and Address Position with GM Principal Occupation or
Employment
- --------------------- -------------------- -----------------------------
Edmund T. Pratt, Jr. Director Chairman Emeritus,
235 East 42nd Street Pfizer, Inc.
23rd Floor
New York, NY 10017
John G. Smale Director Chairman of the Executive
P.O. Box 599 Committee and Chairman of
Cincinnati, OH 45201-0599 the Board, The Proctor &
Gamble Company
John F. Smith, Jr. Chairman of the Board Chairman of the Board,
of Directors, Chief Chief Executive Officer and
Executive Officer and President of GM
President
Louis W. Sullivan Director President, Morehouse
720 Westview Drive, S.W. School of Medicine; Former
Atlanta, GA 30310-1495 U.S. Secretary of Health
and Human Services
G. Richard Wagoner, Jr. Executive Vice President GM Executive Vice
and President of North President and President of
American Operations North American Operations
Dennis Weatherstone Director Retired Chairman and
60 Wall Street Current Director, J.P.
20th Floor Morgan & Co. Inc.;
New York, NY 10260 Member of Board of
Banking Supervision, Bank
of England
Thomas H. Wyman Director Senior Advisor, SBC
The Equitable Center Warburg, Inc.; Former
787 Seventh Avenue Chairman of the Board,
New York, NY 10019 CBS, Inc.; Former Chairman,
S.G. Warburg & Co., Inc.
<PAGE>
EXHIBIT INDEX
1. Amendment No. 1 to the Guaranty Issuance Agreement, dated as of
March 27, 1997, among the Guarantors, the Company and the
Subsidiary.
2. Amendment No. 1 to the Warrant Certificates, dated as of March
27, 1997, among the Guarantors and the Company.
Exhibit 1
AMENDMENT NO. 1
TO GUARANTY ISSUANCE AGREEMENT
AMENDMENT, dated as of March 27, 1997, to the Guaranty Issuance
Agreement, dated as of June 28, 1996, by and among Hughes Electronics
Corporation, Singapore Telecommunications Ltd., Baron Capital Partners, L.P.,
AMSC Subsidiary Corporation and American Mobile Satellite Corporation (the
"Agreement").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to effect certain changes to the
Agreement herein contained;
NOW, THEREFORE, the undersigned parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise indicated, capitalized
terms used herein shall have the meanings set forth in the Agreement.
SECTION 2. Consideration for the Issuance of the Guaranties. As
consideration for the execution of this Amendment No. 1 by the Guarantors, the
Warrants issued to each of the Guarantors in connection with the Guarantees are
hereby amended to reflect an increase in the aggregate number of Warrant Shares
to 5,500,000 and a change in the exercise price to $13.00. To implement the
foregoing, an amendment to each of such Warrants, in the form annexed hereto,
has been executed concurrently with the execution hereof.
SECTION 3. Change to the Performance Schedule. The Performance
Schedule annexed to the Agreement as Exhibit D is hereby amended in its entirety
and replaced with the Performance Schedule annexed hereto.
SECTION 4. Section 3 of the Agreement is hereby amended in its
entirety and replaced with the following:
Limitations on Amount of Guaranties. AMSC and AMSC Parent have delivered to
Guarantors AMSC's 1997 Budget, including its projected borrowing needs (the
"Plan"), which has formed the basis for the agreement of the Guarantors to enter
into this Amendment No. 1. As consideration for the execution of this Amendment
No. 1 by the Guarantors,
<PAGE>
AMSC agrees that the outstanding principal amount of the loans which are
guaranteed (such outstanding amount and any payments made by Guarantors with
respect to principal under the Credit Agreement, the "Guaranteed Amount") shall
not, at any time, exceed the then applicable borrowing limit (the "Borrowing
Limit") specified on the Performance Schedule attached hereto as Exhibit D (the
"Performance Schedule").
AMSC and AMSC Parent agree that the aggregate outstanding principal
amount of the loans under the Credit Agreements plus any amounts paid by the
Guarantors with respect to principal shall not exceed the Guaranteed Amount. The
Guarantors having Pro Rata Shares greater than 50% ("Requisite Guarantors") may,
by written notice delivered to AMSC, waive compliance with the then applicable
Borrowing Limit and consent to borrowings by AMSC which would increase the
Guaranteed Amount up to the "Borrowing Limit" specified by such waiver. A waiver
granted hereunder shall not obligate the Guarantors to grant a waiver for any
subsequent period or consent to any additional increase in the applicable
Borrowing Limit.
If any borrowing causes or would cause the Guaranteed Amount to
exceed the then applicable Borrowing Limit, then Requisite Guarantors may, by a
written notice delivered to AMSC (a "Guarantor's Notice"), decline to increase
the Guaranteed Amount to cover any increased borrowings. Under the terms of the
Guaranties, Guarantors will be required to purchase the outstanding notes upon
the occurrence of a "Guarantor Event" under the Credit Agreements, and the
commitments to extend further financing under the Credit Agreements will
terminate.
Under the terms of the Credit Agreements, at the time of each
borrowing, AMSC will be required to certify that it is in compliance with the
provisions of this Agreement. AMSC or AMSC Parent can so certify if the
outstanding amount of the loans after such borrowing will be less than the then
applicable Borrowing Limit or if, and to the extent that, Requisite Guarantors
shall have modified such Borrowing Limit. At the request of AMSC and AMSC
Parent, any Borrowing Limit may be modified with the written consent of
Requisite Guarantors. If Requisite Guarantors propose to increase the applicable
Borrowing Limit for any period to an amount in excess of that set forth on the
Performance Schedule, such proposal shall be discussed with the other Guarantors
prior to granting such consent.
Any action by Requisite Guarantors in accordance with this Section 3
shall bind all Guarantors. Any notice delivered under this Section shall be
delivered to all Guarantors, but failure of all Guarantors to receive such
notice shall not affect the validity of such notice.
<PAGE>
Nothing in this Section shall limit the enforceability by the
"Guaranteed Parties" of any Guaranty in accordance with its terms.
Within 45 days after the end of each fiscal quarter, AMSC Parent
shall deliver to each Guarantor the unaudited consolidated and consolidating
balance sheets of AMSC and AMSC Parent as of the end of such quarter and the
related consolidated and consolidating statements of income, stockholders'
equity and cash flows, and certified by the chief financial officer as fairly
presenting, in all material respects, in accordance with generally accepted
accounting principles (except for the absence of footnote disclosure), the
financial position and the results of operations of AMSC and AMSC Parent.
SECTION 5. Miscellaneous.
AMSC and AMSC Parent hereby represent to the Guarantors that, as of
the date hereof, and after giving effect to this Amendment No. 1 and
the transactions contemplated hereby, no Default (as such term in
defined in the Credit Agreements) has occurred and is continuing.
AMSC hereby reaffirms that the Registration Rights Agreement is in
full force and effect and that all of the shares of common stock of
AMSC Parent issuable upon exercise of the Warrants, as such number
of shares has been increased as described in this Amendment No. 1,
constitute Registrable Securities (as such term is defined in the
Registration Rights Agreement).
AMSC and AMSC Parent hereby represent to the Guarantors that each
representation and warranty set forth in Section 11 of the Agreement
is true and correct as of the date hereof, except that (i) each
reference therein to "this Agreement" shall be deemed to be a
reference to this Amendment No. 1, (ii) all references to the
Warrants, the Registration Rights Agreement and the Common Stock
shall give effect to the transactions contemplated hereby, and (iii)
the reference in Section 11(e) of the Agreement to December 31, 1995
instead shall be to December 31, 1996.
Except as expressly amended hereby, the terms of the Agreement
remain unchanged and the Agreement, as amended hereby, continues in
full force and effect.
<PAGE>
Concurrently with the execution hereof, each Guarantor shall receive
the written opinion of counsel to AMSC and AMSC Parent as to the due
authorization, execution and enforceability of this Amendment No. 1
and Amendment No. 1 to the Warrant Certificates, in form and
substance satisfactory to each Guarantor; and
AMSC Parent hereby advises each of the Guarantors that the Board of
Directors of AMSC Parent has received an opinion from Donaldson,
Lufkin Jenrette Securities Corporation to the effect that the
transactions contemplated hereby, including the increase in the
number of shares covered by the Warrants and the reduction of the
exercise price of the Warrants, are fair to AMSC and AMSC Parent
from a financial point of view.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 8. Effectiveness. This Amendment shall become effective when
AMSC has received signature pages hereof signed by the Requisite Guarantors or
facsimile or other written confirmation that such parties have signed a
counterpart hereof.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 1 to the Agreement to be executed by its duly authorized officer.
AMSC SUBSIDIARY CORPORATION SINGAPORE TELECOMMUNICATIONS
LTD.
By: /s/ Richard J. Burnheimer By: /s/ Ho Siaw Hong
------------------------------ -------------------------------
Name: Richard J. Burnheimer Name: Ho Siaw Hong
Title: VP & Treasurer Title: Senior Director
AMERICAN MOBILE SATELLITE BARON CAPITAL PARTNERS, L.P., a
CORPORATION Delaware limited partnership
By: Baron Capital Management, Inc.,
By: /s/ Richard J. Burnheimer a General Partner
------------------------------
Name: Richard J. Burnheimer By: /s/ Morty Schaja
Title: VP & Treasurer -------------------------------
Name: Morty Schaja
Title: V.P.
HUGHES ELECTRONICS CORPORATION
By: /s/ Ammon Carr
------------------------------
Name: Ammon Carr
Title: Assistant Treasurer
<PAGE>
EXHIBIT D
TO
GUARANTEE ISSUANCE AGREEMENT
(As Amended by Amendment No. 1 thereto)
Performance Schedule
($000's)
01/01/97 04/01/97 07/01/97 10/01/97
to to to to
03/31/97 06/30/97 09/30/97 12/31/97
--------------------------------------------
Borrowing Limit $170,000 $180,000 $190,000 $200,000
EXHIBIT 2
AMENDMENT NO. 1
TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION
AMENDMENT, dated as of March 27, 1997, to each of those Warrant
Certificates dated as of June 28, 1996 (the "Warrants" and capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Warrants), issued by American Mobile Satellite Corporation (the
"Company") to each of Hughes Electronics Corporation, Singapore
Telecommunications Ltd. and Baron Capital Partners, L.P.
(collectively, the "Holders").
W I T N E S S E T H:
WHEREAS, the Company previously issued to the Holders Warrants that
represented in the aggregate the right to purchase 5,000,000 shares of Common
Stock at an Exercise Price of $24.00 per share;
WHEREAS, the Company, the Holders and AMSC are entering into on the date
hereof Amendment No. 1 ("Amendment No. 1") to the Guaranty Issuance Agreement;
WHEREAS, as contemplated by Amendment No. 1, the parties hereto desire to
amend certain terms of the Warrants.
NOW, THEREFORE, the undersigned parties hereto agree as follows:
SECTION 1. Amendments.
Section 1 of each of the Warrants is hereby amended by modifying the
definition of "Exercise Price" to read in its entirety as follows: "Exercise
Price" means initially $13.00 per Warrant Share, as adjusted from time to time.
The Warrant Share Amount reflected in the preamble to each of the
Warrants shall be modified as follows:
Holder Warrant Share Amount
Hughes Electronics Corporation 4,125,000
<PAGE>
Singapore Telecommunications Ltd. 687,500
Baron Capital Partners, L.P. 687,500
Section 15 of the Warrants is hereby deleted in its entirety.
SECTION 2. Reaffirmance. Except as expressly amended hereby, the terms of
the Warrants remain unchanged and the Warrants, as amended hereby, are in full
force and effect.
SECTION 3. Issuance of Replacement Warrant. Upon the request of any
Holder, the Company promptly shall issue a new Warrant, incorporating the
amendments effected hereby, to replace the presently outstanding Warrant held by
such Holder.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
No. 1 by its duly authorized officer as of the day and year first set forth
above.
AMERICAN MOBILE SATELLITE SINGAPORE TELECOMMUNICATIONS
CORPORATION LTP.
By: /s/ Richard J. Burnheimer By: /s/ Ho Siaw Hong
----------------------------- ----------------------------
Name: Richard J. Burnheimer Name: Ho Siaw Hong
Title: VP & Treasurer Title: Senior Director
HUGHES ELECTRONICS CORPORATION BARON CAPITAL PARTNERS, L.P.,
a Delaware limited partnership
By: /s/ Ammon Carr
-----------------------------
Name: Ammon Carr By: Baron Capital Management,
Title: Assistant Treasurer Inc., a General Partner
By: /s/ Morty Schaja
----------------------------
Name: Morty Schaja
Title: V.P.
