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
January 15, 1999
Date of Report (Date of earliest event reported)
AMERICAN MOBILE SATELLITE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-23044 93-0976127
(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
10802 Parkridge Boulevard, Reston, Virginia 20191-5416
(Address of principal executive offices) (Zip Code)
(703) 758-6000
(Registrant's telephone number, including area code)
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Item 5. Other Events
On January 15, 1998, American Mobile provided an additional $21.4 million of
convertible financing for its subsidiary, XM Satellite Radio Holdings, Inc. ("XM
Radio"). This loan was funded through the issuance of a $21.5 million
subordinated, non-recourse, note of American Mobile to Baron Asset Fund.
American Mobile's note issued to Baron Asset Fund is exchangeable into
approximately half of the additional XM Radio common stock to be received by
American Mobile as a result of the January 15 transaction.
Assuming conversion of American Mobile's convertible XM Radio notes, the
exchange by Baron Asset Fund of its exchangeable note and the exercise of the
outstanding WorldSpace options following FCC approval of the pending consent to
the transfer of control of XM Radio, as previously reported, American Mobile's
ownership in XM Radio would be 22.6%, and the ownership position of WorldSpace
upon exercise of its options, subject to FCC approval, would be 71.8 %.
American Mobile believes that the transactions with XM Radio and Baron Asset
Fund will improve its position and equity opportunities with XM Radio, without
any negative impact to its financial position, results of operations or cash
flows. While there can be no assurances, American Mobile believes that its
improved position in XM Radio may also provide additional opportunities for
financial benefits to American Mobile.
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to American Mobile's business, financial condition and results of
operations. These forward-looking statements reflect American Mobile's plans,
expectations and beliefs and, accordingly are subject to certain risks and
uncertainties. American Mobile cannot guarantee that any of such forward-looking
statements will be realized. Factors that could cause forward-looking statements
in this Current Report on Form 8-K to differ materially from actual results are
discussed in American Mobile's Form 10-K for the year ended December 31, 1997,
and other periodic filings American Mobile has made with the Securities and
Exchange Commission.
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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
(Registrant)
Date: January 19, 1999 /s/ Randy S. Segal
Randy S. Segal
Secretary
