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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 07 )*
AMERICAN MOBILE SATELLITE CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $ .01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
02755R 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Scott B. Tollefsen
Hughes Communications Satellite Services, Inc.
1500 Hughes Way, Long Beach, CA 90810 (310) 525-5150
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 1998 (Annual Update)
- --------------------------------------------------------------------------------
(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).
(continued on following pages)
(Page 1 of __ Pages)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 02755R 10 3 Page of Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Hughes Communications Satellite Services, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
CA
---------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 6,691,622
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With
--------------------------------------------------------
(10) Shared Dispositive Power
6,691,622
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,691,622
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
20.8%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 02755R 10 3 SCHEDULE 13D Page of Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Hughes Communications, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ x ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
CA
---------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 6,691,622
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With
--------------------------------------------------------
(10) Shared Dispositive Power
6,691,622
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,691,622
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ x ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
20.8%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 02755R 10 3 SCHEDULE 13D Page of Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Hughes Electronics Corporation
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ x ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
DE
---------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 11,566,622
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With
--------------------------------------------------------
(10) Shared Dispositive Power
11,566,622
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,566,622
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
31.2%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 02755R 10 3 SCHEDULE 13D Page of Pages
--------------------- -------- --------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
General Motors Corporation
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
DE
---------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 11,566,622
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With
--------------------------------------------------------
(10) Shared Dispositive Power
11,566,622
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,566,622
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
31.2%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
Item 1. Security and Issuer
This constitutes Amendment No. 7 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. ("HCI"), Hughes Electronics Corporation ("HE") and General
Motors Corporation ("GM") (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 "Issuer"). The percentage of
Common Stock reported in this Amendment as being beneficially owned by the
Reporting Persons is based upon the number of outstanding shares of Common Stock
on October 31, 1998 as identified in the Issuer's Quarterly Report on Form 10-Q
for the period ended September 30, 1998 and after giving effect to the number of
shares of Common Stock beneficially owned by the Reporting Persons.
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 GM, respectively. Schedule A is hereby amended in its
entirety by Schedule A attached hereto in order to update certain information
contained therein with respect to the executive officers and directors of HE.
During the last five (5) 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).
During the last five (5) 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.
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<PAGE> 7
Item 5. Interest in Securities of the Issuer.
The following information is added to Items 5(a) and 5(c) of
the Statement:
(a) Reporting Persons' interest in the Common Stock of the Issuer
has been diluted as a result of the issuance of shares of Common Stock by the
Issuer to Motorola, Inc. ("Motorola") in connection with the consummation of the
transaction between the Issuer and Motorola for the acquisition of ARDIS
Company, including resolution of post-closing adjustments. This dilution is
reflected in the percentage of Common Stock reported in this Amendment as being
beneficially owned by the Reporting Persons. The number of shares of Common
Stock beneficially owned by Reporting Persons has not changed.
(c) To the best of the knowledge of the Reporting Persons, there
have not been any transactions in the Common Stock of the Issuer effected by or
for the account of any executive officer or director of the Reporting Persons
during the past sixty days.
The Reporting Persons understand that as of the date of this
Amendment, certain executive officers and directors of Reporting Persons own an
aggregate of approximately 3,000 shares of Common Stock of the Issuer. There is
no agreement, arrangement or understanding between such persons and the
Reporting Persons with respect to any securities of the Issuer.
To the best of the knowledge of Reporting Persons, all such
shares were purchased in connection with the Initial Public Offering by the
Issuer and in subsequent open market transactions, utilizing personal savings of
the buyers. Reporting Persons specifically disclaim and have no beneficial
interest in such shares.
7
<PAGE> 8
Signature
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.
Dated: December 21, 1998
HUGHES COMMUNICATIONS SATELLITE
SERVICES, INC.
By: /s/ SCOTT B. TOLLEFSEN
-------------------------------------
Name: Scott B. Tollefsen
Title: Senior Vice President,
General Counsel & Secretary
HUGHES COMMUNICATIONS, INC.
By: /s/ SCOTT B. TOLLEFSEN
-------------------------------------
Name: Scott B. Tollefsen
Title: Senior Vice President,
General Counsel & Secretary
HUGHES ELECTRONICS CORPORATION
By: /s/ MICHAEL J. GAINES
-------------------------------------
Name: Michael J. Gaines
Title: Controller
GENERAL MOTORS CORPORATION
By: /s/ MARTIN I. DARVICK
-------------------------------------
Name: Martin I. Darvick
Title: Assistant Secretary
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<PAGE> 9
SCHEDULE I
HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. ("HCSS")
EXECUTIVE OFFICERS AND DIRECTORS
To the best of the knowledge of Reporting Persons, each of the directors and
executive officers listed below is a United States citizen.
Unless otherwise specified, the business address of each person listed below is
1500 Hughes Way, Long Beach, California 90810.
<TABLE>
<CAPTION>
Principal Occupation or
Name and Address Position with HCSS Employment
- ---------------- ------------------ -----------------------
<S> <C> <C>
G. J. Beatson Chief Financial Officer Chief Financial Officer of HCSS and HCI
M. T. Fitch Vice President Vice President of HCSS
E. J. Fitzpatrick Vice President Vice President of HCSS
J. Sarraf Vice President Vice President of HCSS
D. P. Sullivan Vice President Vice President of HCSS
F. A. Taormina President President of HCSS and HCI
S. B. Tollefsen Senior Vice President, General Counsel Senior Vice President, General Counsel
and Secretary and Secretary of HCSS and HCI
</TABLE>
9
<PAGE> 10
SCHEDULE II
GENERAL MOTORS CORPORATION ("GM")
EXECUTIVE OFFICERS AND DIRECTORS
To the best of the knowledge of Reporting Persons, each of the executive
officers and directors listed below is a United States citizen, with the
exception of Percy Barnevik, a director of GM, who is a citizen of Sweden, and
Eckhard Pfeiffer, a director of GM, who is a citizen of Germany.
John G. Smale, a director of GM, was born in Listowel, Ontario, Canada and is a
naturalized United States citizen. Dennis Weatherstone, a director of GM, 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
100 Renaissance Center, Detroit, Michigan 48243.
<TABLE>
<CAPTION>
Principal Occupation or
Name and Address Position with GM Employment
- ---------------- ---------------- -----------------------
<S> <C> <C>
Percy Barnevik Director Chairman, ABB Asea Brown Boveri, Ltd.
ABB Asea Brown Boveri Ltd.
Affolternstrasse 44
Box 8131
CH-8050 Zurich
Switzerland
J. T. Battenberg III Executive Vice President and GM Executive Vice President and
General Motors Corp. President of Delphi Automotive President of Delphi Automotive
5725 Delphi Drive Systems Systems
Troy, MI 48098-2815
John H. Bryan Director Chairman and Chief Executive
Sara Lee Corporation Officer, Sara Lee Corporation
3 First National Plaza
46th Floor
Chicago, IL 60602
Thomas E. Everhart Director President Emeritus, California
Institute of Technology
</TABLE>
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<TABLE>
<S> <C> <C>
Charles T. Fisher, III Director Retired Chairman and President, NBD
Bankcorp, Inc.
George M.C. Fisher Director Chairman and Chief Executive
Eastman Kodak Company Officer, Eastman Kodak Company
343 State Street
Rochester, NY 14650
Thomas A. Gottschalk Senior Vice President and GM Senior Vice President and General
General Motors Corp. General Counsel Counsel
3031 W. Grand Boulevard
Detroit, MI 48202
Donald E. Hackworth Senior Vice President, North GM Senior Vice President, North
America Car Group America Car Group
Louis R. Hughes Executive Vice President of New GM Executive Vice President of New
Business Strategies Business Strategies
J. Michael Losh Executive Vice President and GM Executive Vice President and
Chief Financial Officer Chief Financial Officer
Karen Katen Director Executive Vice President, Pfizer
Pfizer Pharmaceuticals Group Pharmaceuticals; President, US
Pfizer, Inc. Pharmaceuticals
235 East 42nd Street
New York, NY 10017-5755
J. Willard Marriott, Jr. Director Chairman and Chief Executive
Marriott International Inc. Officer, Marriott International Inc.
One Marriott Drive
Washington, DC 20058
Ann D. McLaughlin Director Chairman, The Aspen Institute;
The Aspen Institute President, Federal City Council
1333 New Hampshire Ave. NW
Suite 1070
Washington, DC 20036
Harry J. Pearce Vice Chairman and Director GM Vice Chairman and Director
</TABLE>
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<TABLE>
<S> <C> <C>
Eckhard Pfeiffer Director President and Chief Executive
Compaq Computer Corp. Officer, Compaq Computer Corporation
20555 S.H. 249
Houston, TX 77070
John G. Smale Director Chairman, GM Executive Committee;
The Proctor & Gamble Company Retired Chairman, The Proctor &
P.O. Box 599 Gamble Company
Cincinnati, Ohio 45201
John F. Smith, Jr. Chairman of the Board and Chief GM Chairman of the Board and Chief
Executive Officer Executive Officer
Louis W. Sullivan, M.D. Director President, Morehouse School of
Morehouse School of Medicine Medicine
720 Westview Drive S.W.
Atlanta, GA 30310
G. Richard Wagoner, Jr. President and Chief Operating GM President and Chief Operating
Officer and Director Officer
Dennis Weatherstone Director Retired Chairman and current
J.P. Morgan & Co. Inc. director, J.P. Morgan & Co., Inc.
60 Wall Street, 21st Fl.
New York, NY 10260
Ronald L. Zarrella Executive Vice President and GM Executive Vice President and
President of GM North America President of GM North America
</TABLE>
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<PAGE> 13
SCHEDULE A
HUGHES ELECTRONICS CORPORATION ("HE")
EXECUTIVE OFFICERS AND DIRECTORS
To the best of the knowledge of Reporting Persons, each of the executive
officers and directors listed below is a United States citizen, with the
exception of Eckhard Pfeiffer, a director of HE, who is a citizen of Germany.
John G. Smale, a director of HE, was born in Listowel, Ontario, Canada and is a
naturalized United States citizen. Mr. Smale is not an alien, therefore,
disclosure is not required. In exercising an abundance of caution, his birth
place and citizenship are provided.
Unless otherwise specified, the business address of each person listed below is
200 N. Sepulveda Boulevard, El Segundo, California 90245.
<TABLE>
<CAPTION>
Name and Address Position with HE Principal Occupation or Employment
- ---------------- ---------------- ----------------------------------
<S> <C> <C>
Roxanne S. Austin Senior Vice President and Chief HE Senior Vice President and Chief
Financial Officer Financial Officer
Steven D. Dorfman Vice Chairman and Director HE Vice Chairman and Director
Thomas E. Everhart Director President Emeritus, California
General Motors Corp. Institute of Technology; GM Director
100 Renaissance Cntr.
Detroit, MI 48243
Michael J. Gaines Controller HE Controller
Sandra A. Harrison Senior Vice President HE Senior Vice President
Eddy W. Hartenstein Vice President HE Vice President
Larry D. Hunter Vice President HE Vice President
Pradman P. Kaul Vice President HE Vice President
</TABLE>
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<TABLE>
<S> <C> <C>
J. Michael Losh Director GM Executive Vice President and
General Motors Corp. Chief Financial Officer
100 Renaissance Center
Detroit, MI 48243
Mark A. McEachen Vice President and Treasurer HE Vice President and Treasurer
Charles H. Noski President, Chief Operating President and Chief Operating
Officer and Director Officer of HE
Harry J. Pearce Director GM Vice Chairman and Director
General Motors Corp.
100 Renaissance Center
Detroit, MI 48243
Eckhard Pfeiffer Director President and Chief Executive
Compaq Computer Corp. Officer, Compaq Computer Corp.; GM
20555 S.H. 249 Director
Houston, TX 77070
Jack A. Shaw Senior Vice President HE Senior Vice President
Hughes Network Systems
11717 Exploration Ln.
Germantown, MD 20876
Roderick M. Sherwood, III Vice President HE Vice President
John G. Smale Director Chairman, GM Executive Committee;
The Proctor & Gamble Company Retired Chairman, The Proctor &
P.O. Box 599 Gamble Company; GM Director
Cincinnati, Ohio 45201
Michael T. Smith Chairman of the Board, Chief Chairman of the Board, Chief
Executive Officer and Director Executive Officer and Director of HE
John F. Smith, Jr. Director Chairman, Chief Executive Officer,
General Motors Corp. President and Director of GM
100 Renaissance Cntr.
Detroit, MI 48243
Marcy J.K. Tiffany Vice President and General HE Vice President and General Counsel
Counsel
Jan L. Williamson Secretary HE Secretary
</TABLE>
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