AMERICAN MOBILE SATELLITE CORP
8-K, 1999-10-06
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




        Date of Report (Date of earliest reported event): October 5, 1999



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





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


                            10802 Parkridge Boulevard
                           Reston, Virginia 20191-5416
                                 (703) 758-6000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)




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ITEM 5.  Other Events


     On October 5, 1999,  XM Satellite  Radio  Holdings  Inc.  ("XM  Radio"),  a
subsidiary of American Mobile Satellite  Corporation (the "Company"),  announced
that it had commenced an initial  public  offering of  10,000,000  shares of its
Class A common stock. The Company has committed to purchase 200,000 shares of XM
Radio's Class A common stock in such offering.














<PAGE>




Item 7.  Financial Statements and Exhibits

(c)  Exhibits

The following documents are filed as exhibits to the report:

         Press Release of XM Radio dated October 5, 1999.


<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



                                          By: /s/Walter V. Purnell
                                              Walter V. Purnell
                                              President and Chief
                                                  Executive Officer


Date: October 5, 1999








                                  EXHIBIT 99.1

                            [XM Satellite Radio Logo]

FOR IMMEDIATE RELEASE

Contact: Vicki Stearn, (202) 969-7070, [email protected]


              XM SATELLITE RADIO ANNOUNCES INITIAL PUBLIC OFFERING
                                AT $12 PER SHARE

Washington,  DC,  October 5, 1999 - XM Satellite  Radio  Holdings Inc.  (NASDAQ:
XMSR) today  announced  that it has  commenced  its initial  public  offering of
10,000,000  shares of common stock at $12 per share.  A subsidiary of Englewood,
CO-based  Liberty  Media  Corporation  (NYSE:LMG.A/B)  has agreed to acquire one
million  shares  of  this  offering.   XM  has  granted  its   underwriters   an
over-allotment option to purchase up to an additional 1,500,000 shares of common
stock if  necessary.  The  shares  are being  sold by the  Company  through  its
underwriters Bear, Stearns & Co. Inc.;  Donaldson,  Lufkin & Jenrette;  Deutsche
Banc Alex.  Brown; and Merrill Lynch & Co. The shares begin trading today on the
Nasdaq  National  Market  under the symbol  "XMSR." The  offering is expected to
close on Friday, October 8, 1999.

XM Satellite Radio plans to transmit up to 100 national audio channels of music,
news, talk,  sports and children's  programming from two satellites  directly to
vehicle, home and portable radios for a monthly subscription price of $9.95.

A prospectus for these securities may be obtained from Bear, Stearns & Co. Inc.,
245 Park Avenue,  New York, NY 10167;  Donaldson,  Lufkin & Jenrette  Securities
Corporation, 277 Park Avenue, New York, NY 10172; Deutsche Banc Alex. Brown, 130
Liberty Street,  New York, NY 10006;  and, Merrill Lynch, 250 Vesey Street,  New
York, NY 10281.

     A  registration  statement  relating  to these  securities  was  filed  and
     declared  effective by the Securities and Exchange  Commission.  This press
     release  does not  constitute  an offer to sell or the  solicitation  of an
     offer to buy nor shall there be any sale of these  securities  in any state
     in which  such  offer,  solicitation  or sale  would be  unlawful  prior to
     registration or qualification under the securities laws of any such state.

                                       ###



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