UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
American Mobile Satellite Corporation
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(Name of Issuer)
Common Stock $.01 Par Value
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(Title of Class of Securities)
02755R 10 3
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(CUSIP Number)
Ms. Chan Su Shan, Company Secretary, Singapore Telecommunications Limited
31 Exeter Road, Comcentre, Singapore 239732, Republic of Singapore
(011) (65) 838-2201 */
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1999
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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 [ ].
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).
*/ With a copy to: Richard S. Elliott, Esq., Paul, Weiss, Rifkind, Wharton
& Garrison, 1615 L Street, N.W., Suite 1300, Washington, DC 20036,
(202) 223-7324.
<PAGE>
SCHEDULE 13D
CUSIP No. 02755R 10 3 Page 2 of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Singapore Telecommunications Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
7 SOLE VOTING POWER
NUMBER OF 3,057,595 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0 shares
WITH
9 SOLE DISPOSITIVE POWER
3,057,595 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,057,595 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 02755R 10 3 Page 3 of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Temasek Holdings (Private) Limited
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 ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
7 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,057,595 shares
WITH
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
3,057,595 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,057,595 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
4
AMENDED SCHEDULE 13D 1/
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
(a) Singapore Telecom owns beneficially 3,057,595 shares of Common Stock. Of
this amount, 2,229,314 shares of Common Stock are owned of record by Singapore
Telecom, and 828,281 shares of Common Stock could be obtained by Singapore
Telecom upon exercise in full of the Amended Warrant and Warrant No. 2. As noted
in Item 2 above, Singapore Telecom is approximately 80% owned by Temasek. The
filing of this Statement should not, however, be construed as an admission that
Temasek is, for purposes of Section 13(d) of the Act, the beneficial owner of
any of the Common Stock beneficially owned by Singapore Telecom.
Based upon the information supplied by the Issuer, the 3,057,595 shares
of Common Stock beneficially owned by Singapore Telecom constitute approximately
6.2% of the Common Stock outstanding as of November 30, 1999. 2/
To the best knowledge of the Reporting Persons, none of the persons
listed in Schedule I or II beneficially own or have the right to acquire shares
of Common Stock.
The Reporting Persons may be deemed to comprise a group (within the
meaning of Section 13(d)(3) of the Act) with the following entities by virtue of
certain agreements described in Item 6 below: (1) Hughes Electronics Corporation
("Hughes Electronics") and Hughes Communications Satellite Services, Inc.
("Hughes" and, together with Hughes Electronics, the "Hughes Entities"), an
indirect wholly-owned subsidiary of Hughes Electronics; and (2) Space
Technologies Investments, Inc. ("Investments") and the following affiliates of
Investments: Transit Communications, Inc. and Satellite Communications
Investments Corporation (collectively with Investments, the "AT&T Entities"). 3/
- --------
1/ Amending the Amended and Restated Schedule 13D dated December 28, 1995.
2/ For the purpose of computing this percentage, the Amended Warrant and
Warrant No. 2 were deemed to be exercised in full and the shares of
Common Stock issuable upon such exercise were deemed to be outstanding.
3/ Prior to the conversion of the remaining Mtel Convertible Debentures in
December 1995, and the resulting transfer of the 760,869 shares of
Common Stock from Mtel L.P. to Singapore Telecom, the following
entities might also have been deemed to be part of such group: Mtel
L.P., Mtel Space Technologies Corporation ("Mtel Corp.") (Mtel L.P.'s
general partner), and Mtel Technologies, Inc. ("Mtel Corp. Affiliate")
(Mtel L.P.'s limited partner) (collectively, the "Mtel Group").
<PAGE>
5
The Reporting Persons expressly disclaim beneficial ownership of shares
of Common Stock beneficially owned by the Hughes Entities and the AT&T Entities,
and the filing of this statement by the Reporting Persons shall not be construed
as an admission by the Reporting Persons that either 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 the Hughes Entities or the AT&T Entities.
Based upon information supplied by the Issuer, the Reporting Persons
believe that the Hughes Entities and the AT&T Entities beneficially own the
number of shares of Common Stock set forth in the table below as of November 30,
1999, constituting in each case that percentage of the outstanding Common Stock
set forth in the table:
Name of Beneficial Owner Number of Shares Percentage
- ------------------------ ---------------- ----------
Hughes Communications
Satellite Services, Inc. 4/ 6,692,108 --
Hughes Electronics Corporation 5/ 4,969,688 --
--------- ---
Hughes Entities as a Group 11,661,796 21.8 6/
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Space Technologies
Investments, Inc. 1,206,192 --
Transit Communications, Inc. 681,818 --
Satellite Communications
Investments Corporation 1,113,135 --
--------- ---
AT&T Entities as a Group 3,001,145 6.2
- --------
4/ Includes 25,486 shares of Common Stock issuable to Hughes upon the
exercise of certain warrants previously issued by the Issuer. These
warrants are exercisable through January 19, 2001 at an exercise price
of $.01 per share.
5/ Consists of 4,205,121 shares of Common Stock issuable upon the exercise
of a warrant that Hughes Electronics received as part of the
consideration for a guaranty that it provided in connection with
long-term bank financing for the Issuer's subsidiary, and 764,567
shares of Common Stock issuable upon the exercise of another warrant
that Hughes Electronics received as part of the consideration for a
guaranty that it provided in connection with the restructuring of the
long-term financing. Each warrant is exercisable through March 31, 2005
at an exercise price of $7.3571 per share.
6/ For the purpose of computing this percentage, warrants held by the
Hughes Entities were deemed to be exercised in full and the shares of
Common Stock issuable upon such exercise were deemed to be outstanding.
<PAGE>
6
(b) Singapore Telecom has sole power to vote or to direct the vote, and sole
power to dispose or to direct the disposition of, the shares of Common Stock
beneficially owned by it, subject to the effect of the agreements referred to in
Item 6. As noted in Item 2 above, Singapore Telecom is approximately 80% owned
by Temasek. The filing of this statement should not, however, be construed as an
admission that Temasek is, for purposes of Section 13(d) of the Act, the
beneficial owner of any of the Common Stock beneficially owned by Singapore
Telecom.
(c) Since the Reporting Person's most recent Schedule 13D amendment was filed,
Singapore Telecom has engaged in certain open market sales of Common Stock,
which, in the aggregate, amount to over 1% of the shares of Common Stock
outstanding as of November 30, 1999 (based on information supplied by the
Issuer). Those sales were as follows:
Date of Transaction Number of Shares Average Price Per Share
- ------------------- ---------------- -----------------------
11/22/99 19,000 $19.28
11/23/99 17,600 $18.61
11/29/99 5,000 $18.00
12/02/99 82,500 $15.41
12/03/99 65,000 $15.07
12/06/99 10,000 $14.19
12/08/99 250,000 $14.00
12/09/99 311,769 $16.06
The Reporting Persons are not aware of any transactions in shares of
Common Stock that were effectuated during the past 60 days by the Hughes
Entities or the AT&T Entities, or by any of the persons listed in Schedule I or
II.
(d) The Reporting Persons do not know of any other person having the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit I in Item 7 is amended as follows:
Exhibit I -- Joint Filing Agreement dated December 20, 1999
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7
SIGNATURES
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.
SINGAPORE TELECOMMUNICATIONS LIMITED
By: /s/ Hoh Wing Chee
-----------------
Name: Hoh Wing Chee
Title: VP (International Network)
Dated: December 20, 1999
TEMASEK HOLDINGS (PRIVATE) LIMITED
By: /s/ Ong Wen Wendy
-----------------
Name: Ong Wen Wendy (Ms.)
Title: Vice President/
Company Secretary
Dated: December 20, 1999
<PAGE>
8
EXHIBIT INDEX
Exhibit I in the Exhibit Index is amended as follows:
Exhibit I Joint Filing Agreement dated December 20, 1999
EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D dated December 20, 1999 with respect
to the Common Stock, par value $.01 per share, of American Mobile Satellite
Corporation, a Delaware corporation. This Joint Filing Agreement shall be
included as an Exhibit to such joint filing. In evidence thereof each of the
undersigned, being duly authorized, hereby executes this Agreement this 20th day
of December 1999.
SINGAPORE TELECOMMUNICATIONS LIMITED
By: /s/ Hoh Wing Chee
-----------------
Name: Hoh Wing Chee
Title: VP (International Network)
TEMASEK HOLDINGS (PRIVATE) LIMITED
By: /s/ Ong Wen Wendy
-----------------
Name: Ong Wen Wendy (Ms.)
Title: Vice President/
Company Secretary
