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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
AMERICAN MOBILE SATELLITE CORPORATION
(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
(Title of Class of Securities)
02755 R-10-3
(CUSIP Number)
Noah Samara as trustee
of XM Ventures, a Maryland trust
c/o WorldSpace Corporation
2400 N Street, N.W.
Washington, D.C. 20037
Attn: Donald J. Frickel
202-969-6160
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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* 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 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).
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CUSIP No. 02755 R-10-3 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noah A. Samara as trustee
of XM Ventures, a Maryland trust (EIN: 52 - 6999134)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 6,779,244
OWNED BY EACH -----------------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER
WITH 0
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9 SOLE DISPOSITIVE POWER
6,779,244
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,779,244
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.98%
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14 TYPE OF REPORTING PERSON*
00
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This Amendment No. 2 to the Schedule 13D dated July 19, 1999 (hereinafter
referred to as the "Schedule 13D"), relating to the common stock of American
Mobile Satellite Corporation, amends and supplements the Schedule 13D.
Capitalized terms used herein have the meanings set forth in the Schedule 13D.
Item 5 Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and supplemented with the
following information:
On November 18, 1999, the Trust sold 15,000 shares of common stock of the
Issuer in a market transaction at a price of $20.0000 per share (inclusive of
commissions). On November 19, 1999, the Trust sold 50,000 shares of common
stock of the Issuer in a market transaction at a price of $20.0625 per share
(inclusive of commissions). On November 22, 1999, the Trust sold 30,000 shares
of common stock of the Issuer in a market transaction at a price of $19.1250 per
share (inclusive of commissions). On December 9, 1999, the Trust sold 55,000
shares of common stock of the Issuer in a market transaction at a price of
$17.5000 per share (inclusive of commissions). On December 10, 1999 the Trust
sold 70,000 shares of common stock of the Issuer in a market transaction at a
price of $18.3393 per share (inclusive of commissions). On December 13, 1999,
the Trust sold 100,000 shares of common stock of the Issuer in a market
transaction at a price of $17.7500 per share (inclusive of commissions). On
December 27, 1999, the Trust sold 30,000 shares of common stock of the Issuer in
a market transaction at a price of $17.7500 per share (inclusive of
commissions). On December 30, 1999, the Trust sold 275,000 shares of common
stock of the Issuer in a market transaction at a price of $18.8291 per share
(inclusive of commissions). On December 31, 1999, the Trust sold 100,000 shares
of common stock of the Issuer in a market transaction at a price of $20.5469 per
share (inclusive of commissions). On January 3, 2000, the Trust sold 10,000
shares of common stock of the Issuer in a market transaction at a price of
$20.5000 per share (inclusive of commissions).
The purpose of the above transactions was to provide liquidity for the
Trust.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 10, 2000
XM VENTURES, a Maryland trust
By: /s/ Noah A. Samara
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Noah A. Samara as trustee
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