OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per form....14.90
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
XM Satellite Radio Holdings Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
983759 10 1
(CUSIP Number)
Randy S. Segal, Senior Vice President and General Counsel
Motient Corporation, 10802 Parkridge Boulevard, Reston, VA 20191
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 8, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13(d)-1(f) or 240.13d-1(g), check
the following box 9.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
CUSIP No. 983759 10 1 13D Amendment No. 2 - Page 2
--------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motient Corporation
93-0976127
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 16,757,262
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER: 0
EACH
REPORTING --------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER: 16,757,262
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,757,262
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF TEH SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDED SCHEDULE 13D1
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
Based on information provided to Motient by the Issuer (the "Available Data"),
there were 32,312,358 shares of Class A common stock, per value $0.1 per share
(the "Class A Stock") of the Issuer outstanding on August 8, 2000.
As of August 8, 2000, Motient beneficially owned 200,000 shares of Class A
Stock, which represents approximately 0.62% of the Class A Stock outstanding.
Subject to the restrictions and agreements described in Item 4 above, Motient
has the sole power to vote (or to direct the vote) and the sole power to dispose
(or to direct the disposition) of these shares.
Motient also beneficially owns 16,557,262 shares of Class B common stock, par
value $.01 per share (the "Class B Stock") of the Issuer. The Issuer's Class B
Stock is convertible into Class A Stock on a one-for-one basis. Class B Stock is
entitled to three votes for each share, and Class A Stock is entitled to one
vote per share. Because the Class B Stock is currently convertible into Class A
Stock, under Rule 13d-3 under the Exchange Act, Motient is deemed to
beneficially own the shares of Class A Stock that can be acquired upon
conversion of the Class B Stock. Subject to the restrictions and agreements
described in Item 4 above, Motient has the sole power to vote (or to direct the
vote) and the sole power to dispose (or to direct the disposition) of these
shares.
On a fully converted basis, as of the date of this Statement, Motient is deemed
to beneficially own an aggregate of 16,757,262 shares of Class A Stock, which
represents approximately 34.3% of the Issuer's Class A Stock outstanding after
issuance of the 16,557,262 shares of Class A Stock upon conversion of the Class
B Stock owned by Motient.
As described above in Item 4, all of the shares of Class B Stock owned by
Motient, and all of the 200,000 shares of Class A Stock owned by Motient, are
pledged to Motient's bank lenders and guarantors, to secure Motient's
obligations under its term and revolving credit facilities.
----------
1 Amending the Amended and Restated Schedule 13D dated October 18, 1999
<PAGE>
To the best knowledge of Motient, only the following executive officers and
directors of Motient beneficially own shares of Class A Stock of the Issuer:
<TABLE>
<S> <C>
Dennis W. Matheson 700 shares
Billy J. Parrott 6,000 shares
Gary M. Parsons 190,258 shares
Walter V. Purnell, Jr. 10,000 shares
Andrew A. Quartner 15,000 shares
Randy S. Segal 26,757 shares
Jack A. Shaw 26,757 shares
W. Bartlett Snell 665 shares
</TABLE>
In each case, the number of shares of Class A Stock owned by the persons listed
above constitutes less than 1% of the outstanding Class A Stock of the Issuer.
Of the shares set forth above, all such shares are beneficially owned directly
or indirectly by the persons named, except that all of the shares indicated for
each of Ms. Segal and Mr. Shaw, and 160,542 of the shares indicated for Mr.
Parsons, represent shares of Class A Stock which such persons have the right to
acquire pursuant to options which are exercisable currently, 10,000 of the
shares of Class A Stock indicated for Mr. Parsons are owned by his wife and for
which Mr. Parsons disclaims beneficial ownership, and 45 of the shares of Class
A Stock indicated for Mr. Snell are held in trust for the benefit of Mr. Snell's
child and for which Mr. Snell disclaims beneficial ownership. In addition, the
shares indicated for Mr. Parsons do not include 5,393 shares held in trust for
which Mr. Parson's wife is trustee and for which Mr. Parsons disclaims
beneficial ownership. Except as set forth above, to the best knowledge of
Motient, no executive officer or director of Motient beneficially owns any
shares of Class A Stock of the Issuer or has the right to acquire such shares.
Motient expressly disclaims beneficial ownership of the shares of Class A Stock
shown as owned by the persons identified in the above table.
Motient may be deemed to be a part of a group (within the meaning of
Section 13(d) of the Exchange Act) that is composed of the following entities by
virtue of the Shareholders' Agreement: (1) General Motors Corporation ("General
Motors"); (2) DIRECTV Enterprises, Inc. ("DIRECTV"); (3) Clear Channel
Investments, Inc. ("Clear Channel"); (4) Motient Corporation ("Motient");
(5) Telcom-XM Investors, L.L.C. ("Telcom"); (6) Madison Dearborn Capital
Partners III, L.P. ("M-D Capital Partners"), Madison Dearborn Special Equity
III, L.P. ("M-D Special Equity"), and Special Advisors Fund I, L.L.C. ("Special
Advisors," and, together with M-D Capital Partners and M-D Special Equity,
"Madison Dearborn"); (7) Baron Asset Fund, Baron iOpportunity Fund and Baron
Capital Asset Fund (collectively, "Baron"); (8) Columbia XM Radio Partners, LLC
("Columbia XM Radio"), Columbia Capital Equity Partners III (QP), L.P.
("Columbia Capital Equity")and Columbia XM Satellite Partners III, LLC
("Columbia XM Satellite and together with Columbia XM Radio and Columbia Capital
Equity, "Columbia"); (9) AEA XM Investors I LLC and AEA XM Investors II LLC
(collectively, "AEA"); and (10) American Honda Motor Co., Inc. ("Honda").
Motient expressly disclaims beneficial ownership of the shares of Class A Stock
of the Issuer held by the other members of the group, and the filing of this
Statement by Motient shall not be construed as an admission by Motient that it
is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of
any of the shares of Class A Stock of the Issuer held by the other members of
the group.
Based solely upon the Available Data, Motient believes that, as of August 8,
2000, the members of the group beneficially owned the number of shares of Class
A Stock of the Issuer set forth in the table below, constituting in each case
that percentage of the Class A Stock of the Issuer outstanding on August 8, 2000
set forth in the table. The Issuer's Series A convertible preferred stock is
convertible into Class A Stock on a one-for-one basis. The Issuer's Series C
Preferred Stock is convertible into shares of Class A Stock at the current
conversion price of $26.50.
<TABLE>
<S> <C> <C>
Name of Beneficial Owner Number of Shares Percentage
Motient 16,757,262 34.3%
General Motors 11,861,221 27.0%
Clear Channel 8,329,877 25.8%
DIRECTV 6,307,969 16.4%
Madison Dearborn 4,663,418 14.4%
Columbia 3,531,343 10.9%
Telcom 2,661,211 8.2%
AEA 2,264,151 7.0%
Baron 2,253,314 7.0%
Honda 1,886,792 5.8%
</TABLE>
Except for the transactions reported in this Statement, Motient has not engaged
in any other transactions in the Issuer's Class A Stock within the past 60 days.
Motient has reported the following transactions: (1) in January 1999, Motient
loaned the Issuer approximately $21.4 million, in exchange for shares of common
stock of the Issuer and a note convertible into additional shares of common
stock of the Issuer, (2) on July 7, 1999, Motient acquired from XM Ventures, a
trust established by Worldspace, all of Worldspace's debt and equity interests
in the Issuer, other than a $75 million loan from Worldspace to the Issuer, in
exchange for 8,614,244 shares of Motient's common stock, par value $.01 per
share (the "Exchange Transaction"), (3) immediately after the Exchange
Transaction, the Issuer reorganized its capital structure and the shares of
common stock of the Issuer owned by Motient were exchanged on a one-for-one
basis for shares of Class B Stock and as a result, Motient owned 125 shares of
Class B Stock of the Issuer, which constituted 100% of the outstanding Class B
Stock, and which were the only shares of the Issuer's capital stock then
outstanding; also as part of this reorganization, certain of the debt interests
acquired by Motient in the Exchange Transaction were exchanged for a single
convertible note issued by the Issuer, convertible into shares of the Issuer's
Class B stock, (4) in September 1999, the Issuer effected a 53,514 for 1 stock
split and as a result, the 125 shares of Class B Stock then owned by Motient
were exchanged for 6,689,250 shares of Class B Stock, (5) on October 8, 1999,
upon the completion of the Offering, all of the convertible notes of the Issuer
owned by Motient converted into 11,182,926 shares of Class B Stock and as a
result of this conversion, as of October 8, 1999, Motient owned an aggregate of
17,872,176 shares of Class B Stock, (6) on October 8, 1999, Motient acquired
200,000 shares of the Issuer's Class A Stock in the Offering, at a purchase
price of $12.00 per share, the initial public offering price of the Class A
Stock, and (7) on January 17, 2000, Motient transferred 1,314,914 shares of the
Issuer's Class A Stock to Baron Asset Fund pursuant to the terms of a note
issued by Motient to Baron Asset Fund.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, Motient believes
that: (1) on October 8, 1999, each of General Motors and DIRECTV acquired from
the Issuer in a private placement 5,393,252 shares of the Issuer's Series A
convertible preferred stock upon conversion of $50,000,000 principal amount
(plus accrued interest) of convertible subordinated notes previously issued to
each of General Motors and DIRECTV by the Issuer, at a conversion price of
approximately $9.52 per share, (2) on October 8, 1999, each of General Motors
and DIRECTV acquired 160,000 shares of the Issuer's Class A Stock in the
Issuer's initial public offering (the "Offering"), at a purchase price of $12.00
per share, the initial public offering price of the Class A Stock, and (3) on
August 8, 2000, DIRECTV acquired 20,000 shares of the Issuer's Series C
Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, dated June 13, 2000, and on the Available Data, Motient believes
that: (1) on October 8, 1999, Clear Channel acquired from the Issuer in a
private placement 8,089,877 shares of Class A Stock upon conversion of
$75,000,000 principal amount (plus accrued interest) of a convertible
subordinated note previously issued to Clear Channel by the Issuer, at a
conversion price of approximately $9.52 per share, and (2) on October 8, 1999,
Clear Channel acquired 240,000 shares of the Issuer's Class A Stock in the
Offering, at a purchase price of $12.00 per share, the initial public offering
price of the Class A Stock.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, Motient believes
that: (1) on October 8, 1999, Telcom acquired from the Issuer in a private
placement 2,696,626 shares of Class A Stock upon conversion of $25,000,000
principal amount (plus accrued interest) of convertible subordinated notes
previously issued to Telcom by the Issuer, at a conversion price of
approximately $9.52 per share, and (2) on October 8, 1999, Telcom acquired
80,000 shares of the Issuer's Class A Stock in the Offering, at a purchase price
of $12.00 per share, the initial public offering price of the Class A Stock.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, Motient believes
that: (1) on October 8, 1999 Columbia acquired from the Issuer in a private
placement 2,696,626 shares of Class A Stock upon conversion of $25,000,000
principal amount (plus accrued interest) of convertible subordinated notes
previously issued to Telcom by the Issuer, at a conversion price of
approximately $9.52 per share, (2) on October 8, 1999 Columbia acquired 80,000
shares of the Issuer's Class A Stock in the Offering, at a purchase price of
$12.00 per share, the initial public offering price of the Class A Stock, (3) on
August 8, 2000, Columbia XM Radio acquired 4,500 shares of the Issuer's Series C
Preferred Stock at a purchase price of $1,000 per share, (4) on August 8, 2000,
Columbia XM Satellite acquired 8,203.313 shares of the Issuer's Series C
Preferred Stock at a purchase price of $1,000 per share, and (5) on August 8,
2000, Columbia Capita Equity acquired 7,296.687 acquired shares of the Issuer's
Series C Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, Motient believes
that: (1) on October 8, 1999, M-D Capital Partners acquired from the Issuer in a
private placement 2,622,200 shares of Class A Stock upon conversion of
$24,310,000 principal amount (plus accrued interest) of convertible subordinated
notes previously issued to M-D Capital Partners by the Issuer, at a conversion
price of approximately $9.52 per share, (2) on October 8, 1999, M-D Capital
Partners acquired 80,000 shares of the Issuer's Class A Stock in the Offering,
at a purchase price of $12.00 per share, the initial public offering price of
the Class A Stock and (3) on August 8, 2000, M-D Capital Partners acquired
48,914 shares of the Issuer's Series C Preferred Stock at a purchase price of
$1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, Motient believes
that: (1) on October 8, 1999, M-D Special Equity acquired from the Issuer in a
private placement 58,247 shares of Class A Stock upon conversion of $540,000
principal amount (plus accrued interest) of convertible subordinated notes
previously issued to M-D Special Equity by the Issuer, at a conversion price of
approximately $9.52 per share and (2) on August 8, 2000, M-D Special Equity
acquired 1,086 shares of the Issuer's Series C Preferred Stock at a purchase
price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, Motient believes that
on October 8, 1999, Special Advisors acquired from the Issuer in a private
placement 16,179 shares of Class A Stock upon conversion of $150,000 principal
amount (plus accrued interest) of convertible subordinated notes previously
issued to Special Advisors by the Issuer, at a conversion price of approximately
$9.52 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and in the Available Data, Motient believes
that: (1) on August 8, 2000, AEA XM Investors I LLC acquired 6,869 shares of the
Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, and
(2) on August 8, 2000, AEA XM Investors II LLC acquired 53,131 shares of the
Issuer's Series C Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and in the Available Data, Motient believes that
on August 8, 2000, Honda acquired 50,000 shares of the Issuer's Series C
Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and in the Available Data, Motient believes
that: (1) on January 17, 2000, Baron Asset Fund acquired 1,314,914 shares of the
Issuer's Class A Stock from Motient pursuant to the terms of a note issued by
Motient to Baron Asset Fund, (2) on August 8, 2000, Baron Asset Fund acquired
31,000 shares of the Issuer's Series C Preferred Stock at a purchase price of
$1,000 per share, (3) on August 8, 2000, Baron iOpportunity Fund acquired 2,000
shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000
per share, and (4) on August 8, 2000, Baron Capital Asset Fund acquired 2,000
shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000
per share.
Motient is not aware of any other transactions in shares of Class A Stock of the
Issuer that were effected within the past 60 days by any of General Motors,
DIRECTV, Clear Channel, Columbia, Telcom, Madison Dearborn, AEA, Honda or Baron.
Motient does 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 Class A Stock of the Issuer beneficially owned by Motient.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Shareholders' Agreement
Set forth below is a description of certain material provisions of the
Shareholders' Agreement:
Governance Provisions. The Issuer's board of directors consists of eleven
members, one of whom is selected by Telcom, one of whom is selected by General
Motors or DIRECTV, one of whom is selected by Clear Channel, one of whom is
selected by AEA Investors, five of whom are selected by Motient, and two
independent directors, one of whom must be approved by Motient, and one of whom
must be approved by a majority of the other parties to the Shareholders'
Agreement. Following receipt of approval of the FCC to transfer control of the
Issuer from Motient to a diffuse group of shareholders, the Issuer's board of
directors will consist of ten members, one of whom will be selected by Telcom,
one of whom will be selected by General Motors or DIRECTV, one of whom will be
selected by Clear Channel, one of whom will be selected by AEA Investors, three
of whom will be selected by Motient, two independent directors of recognized
industry experience and stature whose nominations must be approved by Motient
and the other parties to the Shareholders' Agreement, and one of whom will be
the Issuer's President and Chief Executive Officer. The foregoing board rights
are subject to the parties to the Shareholders' Agreement maintaining their
original investment or certain minimum share percentages in the Issuer.
Conversion of Class B Stock to Class A Stock. The Class B Stock owned by Motient
is convertible into Class A Stock, on a one-for-one basis, at any time at
Motient's discretion. In addition, under the Shareholders' Agreement, the
holders of a majority of the outstanding shares of Class A Stock, which must
include at least 20% of the public holders of the Class A Stock, may require
conversion by Motient. This conversion will not be effected, however, if the FCC
does not approve the transfer of control of the Issuer from Motient to a diffuse
group of shareholders.
Non-Competition. Motient has agreed not to compete with the Issuer in the
satellite radio business in the United States for so long as Motient holds 5% of
the Issuer's common stock and for a period of three years following any transfer
which results in Motient owning less than 5% of the Issuer's common stock.
Restrictions on Transfer of Securities. As described in Item 4 above, except for
affiliated transactions, Motient may not transfer any of its Class A Stock or
Class B Stock until the earlier of the date on which the Issuer begins
commercial operations, or October 8, 2000. Shares of Class B Stock are
transferable only upon conversion into shares of Class A Stock.
Registratiion Rights Agreement
In addition to the contracts and agreements described above and in Item 4 above,
Motient has certain registration rights with respect to the Securities, pursuant
to an amended and restated registration rights agreement, dated as of August 8,
2000 (the "Registration Rights Agreement"), by and among the Issuer, Motient and
certain other stockholders named therein. Commencing July 7, 2000, certain
stockholders that are party to the Registration Rights Agreement are entitled to
demand registration with respect to their Class A Stock, including shares
issuable upon conversion of other securities. The Series C investors receive
their demand right beginning on August 9, 2000. These rights are subject to the
Issuer's right to defer the timing of a demand registration and an underwriters'
right to cut back shares in an underwritten offering. In addition to these
demand rights, following the Issuer's commencement of commercial operation,
parties to the Registration Rights Agreement holding, in the aggregate, the
shares of Class A Stock having a fair market value of not less than $25,000,000,
may request the Issuer to file a registration statement pursuant to Rule 415.
The Series C investors also have a right to demand registration upon a change of
control of the Company. Parties to the Registration Rights Agreement also have
rights to include their Class A Stock in registered offerings initiated by the
Issuer, other than an offering for high yield debt.
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1. Amended and Restated Shareholders' Agreement, dated as of August 8,
2000, by and among XM Satellite Radio Holdings Inc., Motient Corporation, Baron
Asset Fund, Baron iOpportunity Fund, Baron Capital Asset Fund, Clear Channel
Investments, Inc., Columbia XM Radio Partners, LLC, Columbia Capital Equity
Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC, DIRECTV
Enterprises, Inc., General Motors Corporation, Madison Dearborn Capital Partners
III, L.P., Special Advisors Fund I, LLC, Madison Dearborn Special Equity III,
L.P., American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C.
(incorporated by reference to the Issuer's to Exhibit 10.1 to Amendment No. 1 to
the Issuer's Registration Statement on Form S-1 (File No. 333-39176)).
Exhibit 2. Amended and Restated Registration Rights Agreement, dated as of
August 8, 2000, by and among XM Satellite Radio Holdings Inc., Motient
Corporation, Baron Asset Fund, Baron iOpportunity Fund, Baron Capital Asset
Fund, Clear Channel Investments, Inc., Columbia XM Radio Partners, LLC, Columbia
Capital Equity Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC,
DIRECTV Enterprises, Inc., General Motors Corporation, Madison Dearborn Capital
Partners III, L.P., Special Advisors Fund I, LLC, Madison Dearborn Special
Equity III, L.P., American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C.
(incorporated by reference to the Issuer's to Exhibit 10.2 to Amendment No. 1 to
the Issuer's Registration Statement on Form S-1 (File No. 333-39176)).
<PAGE>
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.
MOTIENT CORPORATION
By: /s/ Randy S. Segal
-------------------------
Name: Randy S. Segal
Title: Senior Vice President and
General Counsel
Date: August 18, 2000
<PAGE>
