UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-23044
(Check one)
[ X ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB Form N-SAR
For period ended: December 31, 1997
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended: ________________________________
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: Item 14
PART I
REGISTRANT INFORMATION
Full Name of Registrant: American Mobile Satellite Corporation
Former Name if Applicable: N/A
Address of principal executive 10802 Parkridge Blvd.
office (Street and Number): Reston, Virginia 20191-5416
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PART II
RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
(Check Box if appropriate)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report or semi-annual report, transition report
on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
[ ] (c) the accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof, could not be
filed within the prescribed time period. (Attach extra sheets if needed).
The Registrant's independent auditors, Arthur Andersen LLP, recently
advised the Registrant that it is required by Rule 3-09 of Regulation
S-X to file audited financial statements for its unconsolidated
subsidiary, AMRC Holdings, Inc. ("AMRC"). AMRC's independent
accountants have indicated that they cannot complete their audit
without receipt of an independent valuation of certain options issued
in connection with a debt financing by AMRC. An expert has been
retained to value the options, but the valuation cannot be completed by
March 31, 1998 without unreasonable effort and cost. The Registrant
will file the supplemental AMRC financial statements immediately upon
their completion.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Name: Randy S. Segal, General Counsel
Area code and telephone number: (703) 758-6130
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter period that the
registrants were required to file such report(s)) been filed? If the answer is
no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ X ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results can not be made.
American Mobile Satellite Corporation
(Name Of Registrant As Specified In Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1998
By /s/Stephen D. Peck
Vice President and
Chief Financial Officer
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