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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ___________________.
Commission file number: 33-76450
DISH, LTD.
(Exact name of registrant as specified in its charter)
NEVADA 88-0312499
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
90 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 799-8222
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED TO THE BEST
OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
As of March 17, 1997, Registrant's outstanding voting stock consisted of
1,000 shares of Common Stock, $0.01 par value.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
(J)(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS ANNUAL REPORT ON
FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated into this Form 10-K by reference:
None.
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TABLE OF CONTENTS
PURSUANT TO RULE 12b-32 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, INFORMATION NOT CONTAINED HEREIN IS INCORPORATED BY REFERENCE TO THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
1996 FILED ON MARCH 31, 1997.
PART I
Item 1. Business......................................................... 1
Item 2. Properties....................................................... 3
Item 3. Legal Proceedings................................................ 3
Item 4. Submission of Matters to a Vote of Security Holders.............. *
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters........................................................ 5
Item 6. Selected Financial Data.......................................... *
Item 7. Management's Narrative Analysis of the Results of Operations..... 6
Item 8. Financial Statements and Supplementary Data...................... 8
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure....................................... 8
PART III
Item 10. Directors and Executive Officers of Registrant................... *
Item 11. Executive Compensation........................................... *
Item 12. Security Ownership of Certain Beneficial Owners and Management... *
Item 13. Certain Relationships and Related Transactions................... *
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.. E-1
(a)(1) Financial Statements............................................. *
(a)(2) Financial Statement Schedules.................................... *
(a)(3) Exhibits.
See the Index to Exhibits on page E-1 for a listing of the
exhibits that are filed as part of this amendment to the Annual
Report.
(b) Reports on Form 8-K.............................................. *
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* Not amended.
** This item has been omitted pursuant to the reduced disclosure format as
set forth in General Instructions (J)(1)(a) and (b) of Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) INDEX TO EXHIBITS
2.1 Amended and Restated Agreement for Exchange of Stock and Merger,
dated as of May 31, 1995, by and among EchoStar Communications
Corporation, a Nevada corporation formed in April 1995
("EchoStar"), Charles W. Ergen and EchoStar (incorporated by
reference to Exhibit 2.2 to the Registration Statement on Form
S-1, Registration No. 33-91276).
2.2 Plan and Agreement of Merger made as of December 21, 1995 by and
among EchoStar, Direct Broadcasting Satellite Corporation, a
Colorado Corporation ("MergerCo") and Direct Broadcasting
Satellite Corporation, a Delaware Corporation ("DBSC")
(incorporated by reference to Exhibit 2.3 to the Registration
Statement on Form S-4, Registration No. 333-03584).
2.3 Merger Trigger Agreement entered into as of December 21, 1995 by
and among EchoStar, MergerCo and Direct Broadcasting Satellite
Corporation, a Delaware Corporation ("DBSC") (incorporated by
reference to Exhibit 2.3 to the Registration Statement on Form
S-4, Registration No. 333-03584).
3.1(a) Amended and Restated Articles of Incorporation of EchoStar
(incorporated by reference to Exhibit 3.1(a) to the Registration
Statement on Form S-1, Registration No. 33-91276).
3.1(b) Bylaws of EchoStar (incorporated by reference to Exhibit 3.1(b)
to the Registration Statement on Form S-1, Registration No.
33-91276).
4.1 Indenture of Trust between Dish, Ltd. and First Trust National
Association ("First Trust"), as Trustee (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form S-1 of Dish,
Ltd., Registration No. 33-76450).
4.2 Warrant Agreement between EchoStar and First Trust, as Warrant
Agent (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No.
33-76450).
4.3 Security Agreement in favor of First Trust, as Trustee under the
Indenture of Trust between Dish, Ltd. and First Trust, as Trustee
Exhibit 4.1 (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No.
33-76450).
4.4 Escrow and Disbursement Agreement between Dish, Ltd. and First
Trust (incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No.
33-76450).
4.5 Pledge Agreement in favor of First Trust, as Trustee under the
Indenture of Trust between Dish, Ltd. and First Trust, as Trustee
(incorporated by reference to Exhibit 4.5 to the Registration
Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).
4.6 Intercreditor Agreement among First Trust, Continental Bank, N.A.
and Martin Marietta Corporation ("Martin Marietta") (incorporated
by reference to Exhibit 4.6 to the Registration Statement on Form
S-1 of Dish, Ltd., Registration No. 33-76450).
4.7 Series A Preferred Stock Certificate of Designation of EchoStar
(incorporated by reference to Exhibit 4.7 to the Registration
Statement on Form S-1 of EchoStar, Registration No. 33-91276).
4.8 Registration Rights Agreement by and between EchoStar and Charles
W. Ergen (incorporated by reference to Exhibit 4.8 to the
Registration Statement on Form S-1 of EchoStar, Registration No.
33-91276).
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4.9 Indenture of Trust between ESBC and First Trust, as Trustee
(incorporated by reference to Exhibit 4.9 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 1995,
Commission File No. 0-26176).
4.10 Security Agreement of ESBC in favor of First Trust, as Trustee
under the Indenture of Trust between ESBC and First Trust
(incorporated by reference to Exhibit 4.10 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 1995,
Commission File No. 0-26176).
4.11 Escrow and Disbursement Agreement between ESBC and First Trust
(incorporated by reference to Exhibit 4.11 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 1995,
Commission File No. 0-26176).
4.12 Pledge Agreement of ESBC in favor of First Trust, as Trustee
under the Indenture of Trust between ESBC and First Trust
(incorporated by reference to Exhibit 4.12 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 1995,
Commission File No. 0-26176).
4.13 Pledge Agreement of EchoStar in favor of First Trust, as Trustee
under the Indenture of Trust between ESBC and First Trust
(incorporated by reference to Exhibit 4.13 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 1995,
Commission File No. 0-26176).
4.14 Registration Rights Agreement by and between the ESBC, EchoStar,
Dish, Ltd., New DBSC and Donaldson, Lufkin & Jenrette Securities
Corporation (incorporated by reference to Exhibit 4.14 to the
Annual Report on Form 10-K of EchoStar for the year ended December
31, 1995, Commission File No. 0-26176).
10.1(a) Satellite Construction Contract, dated as of February 6, 1990,
between EchoStar Satellite Corporation ("ESC") and Martin Marietta
Corporation as successor to General Electric EchoStar, Astro-Space
Division ("General Electric") (incorporated by reference to
Exhibit 10.1(a) to the Registration Statement on Form S-1 of Dish,
Ltd., Registration No. 33-76450).
10.1(b) First Amendment to the Satellite Construction Contract, dated as
of October 2, 1992, between ESC and Martin Marietta as successor
to General Electric (incorporated by reference to Exhibit 10.1(b)
to the Registration Statement on Form S-1 of Dish, Ltd.,
Registration No. 33-76450).
10.1(c) Second Amendment to the Satellite Construction Contract, dated as
of October 30, 1992, between ESC and Martin Marietta as successor
to General Electric (incorporated by reference to Exhibit 10.1(c)
to the Registration Statement on Form S-1 of Dish, Ltd.,
Registration No. 33-76450).
10.1(d) Third Amendment to the Satellite Construction Contract, dated as
of April 1, 1993, between ESC and Martin Marietta (incorporated by
reference to Exhibit 10.1(d) to the Registration Statement on Form
S-1 of Dish, Ltd., Registration No. 33-76450).
10.1(e) Fourth Amendment to the Satellite Construction Contract, dated as
of August 19, 1993, between ESC and Martin Marietta (incorporated
by reference to Exhibit 10.1(e) to the Registration Statement on
Form S-1 of Dish, Ltd., Registration No. 33-76450).
10.1(f) Form of Fifth Amendment to the Satellite Construction Contract,
between ESC and Martin Marietta (incorporated by reference to
Exhibit 10.1(f) to the Registration Statement on Form S-1 of
EchoStar, Registration No. 33-81234).
10.1(g) Sixth Amendment to the Satellite Construction Contract, dated as
of June 7, 1994, between ESC and Martin Marietta (incorporated by
reference to Exhibit 10.1(g) to the Registration Statement on Form
S-1 of Dish, Ltd., Registration No. 33-81234).
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10.1(h) Eighth Amendment to the Satellite Construction Contract, dated as
of July 18, 1996, between ESC and Martin Marietta (incorporated by
reference to Exhibit 10.1(h) to the Form 10-Q of EchoStar as of
June 30, 1996, Commission File No. 0-26176).
10.2 Master Purchase and License Agreement, dated as of August 12,
1986, between Houston Tracker Systems, Inc. ("HTS") and Cable/Home
Communications Corp. (a subsidiary of General Instruments
Corporation) (incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No.
33-76450).
10.3 Master Purchase and License Agreement, dated as of June 18, 1986,
between Echosphere and Cable/Home Communications Corp. (a
subsidiary of General Instruments Corporation) (incorporated by
reference to Exhibit 10.5 to the Registration Statement on Form S-1
of Dish, Ltd., Registration No. 33-76450).
10.4 Merchandising Financing Agreement, dated as of June 29, 1989,
between Echo Acceptance Corporation ("EAC") and Household Retail
Services, Inc. (incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No.
33-76450).
10.5 Key Employee Bonus Plan, dated as of January 1, 1994 (incorporated
by reference to Exhibit 10.7 to the Registration Statement on Form
S-1 of Dish, Ltd., Registration No. 33-76450).*
10.6 Consulting Agreement, dated as of February 17, 1994, between ESC
and Telesat Canada (incorporated by reference to Exhibit 10.8 to
the Registration Statement on Form S-1 of Dish, Ltd., Registration
No. 33-76450).
10.7 Form of Satellite Launch Insurance Declarations (incorporated by
reference to Exhibit 10.10 to the Registration Statement on Form
S-1 of Dish, Ltd., Registration No. 33-81234).
10.8 Dish, Ltd. 1994 Stock Incentive Plan (incorporated by reference to
Exhibit 10.11 to the Registration Statement on Form S-1 of Dish,
Ltd., Registration No. 33-76450). *
10.9 Form of Tracking, Telemetry and Control Contract between AT&T
Corp. and ESC (incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No.
33-81234).
10.10 Manufacturing Agreement, dated as of March 22, 1995, between HTS
and SCI Technology (incorporated by reference to Exhibit 10.12 to
the Registration Statement on Form S-1 of Dish, Ltd., Commission
File No. 33-81234).
10.11 Manufacturing Agreement dated as of April 14, 1995 by and between
ESC and Sagem Group (incorporated by reference to Exhibit 10.13 to
the Registration Statement on Form S-1 of EchoStar, Registration
No. 33-91276).
10.12 Statement of Work, dated January 31, 1995 from EchoStar Satellite
Corporation Inc. to Divicom Inc. (incorporated by reference to
Exhibit 10.14 to the Registration Statement on Form S-1,
Registration No. 33-91276).
10.13 Launch Services Contract, dated as of June 2, 1995, by and between
EchoStar Satellite Corporation and Lockheed-Khrunichev-Energia
International, Inc. (incorporated by reference to Exhibit 10.15 to
the Registration Statement on Form S-1, Registration No. 33-91276).
10.14 EchoStar 1995 Stock Incentive Plan (incorporated by reference to
Exhibit 10.16 to the Registration Statement on Form S-1,
Registration No. 33-91276).*
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10.15(a) Eighth Amendment to Satellite Construction Contract, dated as of
February 1, 1994, between DirectSat Corporation and Martin Marietta
Corporation (incorporated by reference to Exhibit 10.17(a) to the
Form 10-Q of EchoStar as of June 30, 1996, Commission File No.
0-26176).
10.15(b) Ninth Amendment to Satellite Construction Contract, dated as of
February 1, 1994, between DirectSat Corporation and Martin Marietta
Corporation (incorporated by reference to Exhibit 10.15 to the
Registration Statement of Form S-4, Registration No. 333-03584).
10.15(c)* Tenth Amendment to Satellite Construction Contract, dated as of
July 18, 1996, between DirectSat Corporation and Martin Marietta
Corporation (incorporated by reference to Exhibit 10.17(b) to Form
10-Q of EchoStar as of June 30, 1996, Commission File No. 0-26176).
10.16 Satellite Construction Contract, dated as of July 18, 1996,
between EchoStar DBS Corporation and Lockheed Martin Corporation
(incorporated by reference to Exhibit 10.17(b) to Form 10-Q of
EchoStar as of June 30, 1996, Commission File No. 0-26176).
10.17 Confidential Amendment to Satellite Construction Contract between
DBSC and Martin Marietta Corporation, dated as of May 31, 1995
(incorporated by reference to Exhibit 10.15 to the Registration
Statement of Form S-4, Registration No. 333-03584).
10.18 Right and License Agreement by and among Houston Tracker Systems,
Inc. and Asia Broadcasting and Communications Network, Ltd., dated
December 19, 1996 (incorporated by reference to Exhibit 10.18 to
the Annual Report on Form 10-K for the year ended December 31, 1996
of EchoStar).
10.19 Agreement between Houston Tracker Systems, Inc. and EchoStar
Satellite Corporation and ExpressVu Inc., dated January 8, 1997, as
amended (incorporated by reference to Exhibit 10.19 to the Annual
Report of Form 10-K for the year ended December 31, 1996 of
EchoStar).
24 Powers of Attorney authorizing signature of Charles W. Ergen, R.
Scott Zimmer and James DeFranco.
27 Financial Data Schedule.**
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* Constitutes a management contract or compensatory plan arrangement.
** Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Dish, Ltd. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DISH, LTD.
By: /s/ STEVEN B. SCHAVER
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Steven B. Schaver
Chief Operating Officer and Chief Financial Officer
Date: April 7, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Dish, Ltd.
and in the capacities and on the dates indicated:
<TABLE>
Signature Title Date
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<S> <C> <C>
* Chief Executive Officer and Director April 7, 1997
- --------------------------- (PRINCIPAL EXECUTIVE OFFICER)
Charles W. Ergen
/s/ STEVEN B. SCHAVER Chief Operating Officer and April 7, 1997
- --------------------------- Chief Financial Officer
Steven B. Schaver (PRINCIPAL FINANCIAL OFFICER)
/s/ JOHN R. HAGER Controller April 7, 1997
- --------------------------- (PRINCIPAL ACCOUNTING OFFICER)
John R. Hager
* Director April 7, 1997
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James DeFranco
* Director April 7, 1997
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R. Scott Zimmer
</TABLE>
* By: /s/ STEVEN B. SCHAVER
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Steven B. Schaver
Attorney-in-Fact
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven B. Schaver and David K.
Moskowitz, as his true and lawful attorneys-in-fact and agents, each acting
alone, for him and in his name, place and stead, in any and all capacities,
to sign any annual, quarterly, current and other reports of Dish, Ltd.
required to be filed under the Securities Exchange Act of 1934, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, with full powers and
authority to do all such other acts and execute all such other documents as
he may deem necessary or desirable in connection with the foregoing, as fully
as if the undersigned might or could do in person, hereby ratifying and
confirming that all such attorneys-in-fact and agents, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated as of March 28, 1997.
SIGNATURE TITLE
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/s/ CHARLES W. ERGEN President, Chairman and Director
- -------------------------- (Principal Executive Officer)
Charles W. Ergen
/s/ JAMES DEFRANCO Executive Vice President and Director
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James DeFranco
/s/ R. SCOTT ZIMMER Vice President and Director
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R. Scott Zimmer
