SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 0-23044
AMERICAN MOBILE SATELLITE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 93-0976127
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10802 Parkridge Boulevard
Reston, VA 22091
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (703) 758-6000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 per value per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]
The aggregate market value of shares of Common Stock held by
non-affiliates at February 28, 1997 was approximately $342,139,827.
Number of shares of Common Stock outstanding at February 28, 1997: 25,111,180.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Certain information in the Company's definitive Proxy Statement for its
1997 Annual Meeting of Stockholders is incorporated by reference in Part III of
this Form 10-K.
<PAGE>
AMERICAN MOBILE SATELLITE CORPORATION
-------------------------------------
Form 10-K/A
-------------------------------
This amendment on Form 10-K/A is being filed solely to provide conformed pages
with respect to the report of the Independent Public Accountants.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- ---------------------------------------------------------------------------
(a) 1. Financial Statements.
The following consolidated financial statements of the Company and its
subsidiaries are included in a separate section of this Annual Report
on Form 10-K commencing on the page numbers specified below:
Index to Financial Statements.......................................F-i
Independent Auditor's Report - Arthur Andersen LLP..................F-8
Consolidated Statements of Loss for the years ended
December 31, 1994, 1995 and 1996.................................F-9
Consolidated Balance Sheets as of December 31, 1996 and 1995.......F-10
Consolidated Statement of Stockholders' Equity for the period
December 31, 1993 through December 31, 1996.....................F-11
Consolidated Statements of Cash Flow for the years ended
December 31, 1994, 1995 and 1996................................F-13
Notes to Financial Statements......................................F-14
21
<PAGE>
2. Financial Statement Schedules.
Financial Statement Schedules not included with the one listed below
have been omitted because they are not required or not applicable, or
because the required information is shown in the financial statements
or notes thereto.
I. Condensed Financial
Information of Registrant.........................Page S-1
<PAGE>
Report of Independent Public Accountants
- ----------------------------------------
To American Mobile Satellite Corporation:
We have audited the accompanying consolidated balance sheets of American Mobile
Satellite Corporation (a Delaware corporation) and Subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of loss,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Mobile Satellite
Corporation and Subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ARTHUR ANDERSEN, LLP
- -----------------------
Washington, D.C.
March 27, 1997
F-8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To American Mobile Satellite Corporation
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of American Mobile Satellite Corporation and
Subsidiaries (a Delaware corporation) included in this Form 10-K and have
issued our report thereon dated March 27, 1997. Our audits were made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule listed in the index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
The schedule has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ARTHUR ANDERSEN, LLP
- -----------------------
Washington, D.C.,
March 27, 1997
S-1
<PAGE>
SIGNATURES
Pursuant to the requireiments of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN MOBILE SATELLITE CORPORATION
By /s/GARY M. PARSONS
---------------------------------
Gary M. Parsons,
President and Chief Executive Officer
Date: January 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/GARY M. PARSONS President, Chief Executive January 12, 1998
- ---------------------------- Officer and Director
Gary M. Parsons (principal executive officer)
/s/STEPHEN D. PECK
- ---------------------------- Vice President and Chief January 12, 1998
Stephen D. Peck Financial Officer
(principal financial officer)
/s/JACK A. SHAW Chairman of the Board of January 12, 1998
- ---------------------------- Directors
Jack A. Shaw
- ---------------------------- Director January 12, 1998
Steven D. Dorfman
/s/HO SIAW HONG
- ---------------------------- Director January 12, 1998
Ho Siaw Hong
- ---------------------------- Director January 12, 1998
David A. Juliano
/s/BILLY J. PARROTT
- ---------------------------- Director January 12, 1998
Billy J. Parrott
/s/ANDREW A. QUARTNER
- ---------------------------- Director January 12, 1998
Andrew A. Quartner
/s/RODERICK M. SHERWOOD, III
- ---------------------------- Director January 12, 1998
Roderick M. Sherwood, III
/s/MICHAEL T. SMITH
- ---------------------------- Director January 12, 1998
Michael T. Smith
/s/YAP CHEE KEONG
- ---------------------------- Director January 12, 1998
Yap Chee Keong
- ---------------------------- Director January 12, 1998
Albert L. Zesiger
