UNITED STATES
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
September 23, 1996 (September 20, 1996)
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Date of Report (Date of earliest event reported)
PANAMSAT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26712 06-1407851
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Pickwick Plaza, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 622-6664
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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On September 20, 1996, PanAmSat Corporation (the "Registrant")
announced that it entered into an Agreement and Plan of Reorganization dated
September 20, 1996 among Hughes Communications, Inc., a California corporation,
Hughes Communications Galaxy, Inc., a California corporation, Hughes
Communications Services, Inc., a California corporation, Hughes Communications
Carrier Services, Inc., a California corporation, Hughes Communications Japan,
Inc., a California Corporation, Magellan International, Inc., a Delaware
corporation, and PanAmSat Corporation, a Delaware corporation (the
"Reorganization Agreement"). Pursuant to the Reorganization Agreement and other
related agreements, the holders of the outstanding capital stock of the
Registrant will receive an aggregate of $1.5 billion in cash and 28.5% of the
outstanding capital stock of a new company to be named PanAmSat Corporation. The
closing of the Reorganization Agreement is subject to the satisfaction or waiver
of several conditions including compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the Federal Communication Commission's
consent to the transactions contemplated by the Reorganization Agreement.
Registrant's press release dated September 20, 1996 is filed
herewith as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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20. Press release of Registrant dated September 20, 1996.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.
PANAMSAT CORPORATION
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(Registrant)
By /S/ James W. Cuminale
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James W. Cuminale
Senior Vice President and
General Counsel
Date: September 23, 1996
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press release of Registrant dated 5
September 20, 1996.
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Exhibit 20
FOR IMMEDIATE RELEASE
HUGHES, PANAMSAT AGREE TO MERGE
SATELLITE SERVICES OPERATIONS
NEW YORK, September 20, 1996 -- Hughes Electronics Corporation and
PanAmSat Corporation (NASDAQ:SPOT) today announced they have agreed to merge
their respective satellite services operations into a new publicly held company.
Under the terms of the agreement, the Hughes Communications Galaxy
("HCG") business of Hughes Electronics will be combined with PanAmSat to form a
new public company to be named PanAmSat Corporation. In connection with the
transaction, PanAmSat stockholders will receive an aggregate of $1.5 billion in
cash and 28.5 percent of the new company. In addition, Grupo Televisa S.A. will
repurchase PanAmSat's options to obtain equity interests in Spanish-speaking
direct-to-home ventures in the Americas and the Iberian Peninsula. Immediately
after the merger, Hughes Electronics will own 71.5 percent of the new PanAmSat.
PanAmSat stockholders will have three options to receive payment with
respect to the outstanding shares of PanAmSat common stock: $30 in cash, one
share of new PanAmSat common stock, or 1/2 share of new PanAmSat common stock
and $15 in cash. These options will be subject to proration based on the total
consideration described above.
The transaction requires government review and receipt of other
approvals, including that of the U.S. Federal Communications Commission, which
are expected to be completed within six to 12 months. Although the transaction
is subject to PanAmSat shareholder approval, PanAmSat shareholders owning in
excess of 90 percent of the voting power have agreed to vote in favor of the
transaction.
Frederick A. Landman, 48, the current president and chief executive
officer of PanAmSat, will be president and chief executive officer of the new
company. Other members of the executive management team will be Lourdes
Saralegui, current executive vice president of PanAmSat, and Carl Brown, senior
vice president of Hughes' Galaxy Satellite Services. Jerald F. Farrell,
president of Hughes Communications, Inc. (HCI), will continue as HCI president
and will serve as the executive overseeing the transition of the two
organizations. Personnel reductions are not expected at either operation as a
result of the merger.
"By combining Hughes' and PanAmSat's strengths in domestic and global
satellite communications, we will be bringing a new level of service to our
customers throughout the world," said C. Michael Armstrong, chairman and chief
executive officer of Hughes Electronics. "Satellites have proven to be one of
the most effective and competitive ways to communicate, whether by voice,
computer, fax or video, by anyone, from anyplace, at anytime to anywhere on the
planet."
The new company will combine HCG's fleet of 10 communications
satellites for the U.S. market, with PanAmSat's international fleet of four
communications satellites. PanAmSat has four satellites under construction and
HCG has three satellites in development, all of which are planned for launch
through 1998.
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"The strategic combination creates the premier commercial provider of
global satellite-based communications services," said Landman. "The new PanAmSat
will provide its customers with a unique, one-stop-shopping resource for U.S.
and international satellite services, and will be poised to pursue exciting new
opportunities in satellite communications."
When the merger is completed, the new PanAmSat Corporation will consist
of about 500 employees working at facilities within the United States and
offices throughout the world. The corporate headquarters of the new PanAmSat
Corporation will be in Greenwich, Conn., with its domestic operations based in
Long Beach, Calif., and international operations based in Greenwich. PanAmSat
and HCG had combined 1995 revenues of approximately $500 million.
HCG is the leading provider of commercial video, voice and data
satellite communications services in the United States. The Galaxy fleet serves
premier cable and broadcast television programmers, and 24-hour customer support
and uplink access is provided by HCG's Galaxy Network Operations unit in Long
Beach, Calif. HCG also offers a full range of technical support from its
dedicated engineering staff in Long Beach and satellite tracking stations in
Fillmore, Calif., Castle Rock, Colo. and Brooklyn, N.Y.
PanAmSat is the world's first private-sector company to provide global
satellite services. It offers satellite-based video and data communications
services to more than 300 customers worldwide. The company currently operates a
global satellite system: PAS-1 and PAS-3 over the Atlantic Ocean region; PAS-2
over the Pacific Ocean region; and PAS-4 over the Indian Ocean region. With its
additional planned launches through early 1998, PanAmSat will operate multiple
satellites in each ocean region worldwide. The next scheduled PanAmSat Launch
will deploy the PAS-6 satellite over the Atlantic Ocean region in December.
The earnings of Hughes Electronics Corporation are used to calculate
the earnings per share attributable to GMH (NYSE symbol) common stock.
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For more information, please contact:
Richard Dore Kevin Burgoyne Wendy Greene
Hughes Electronics PanAmSat Hughes Communications
(310) 568-6324 (203) 622-6664 (310) 525-5212
A press conference regarding this announcement is scheduled for 1:30
p.m. Eastern Daylight Time (EDT) today at the Equitable Tower in New York City,
787 Seventh Avenue, 50th floor. An AT&T teleconference will also be available at
1:30 p.m. for a question and answer session with C. Michael Armstrong, chairman
and chief executive officer of Hughes Electronics Corporation, and Frederick A.
Landman, president and chief executive officer of PanAmSat Corporation.
For those wishing to participate, please call the following telephone
numbers at least 10 minutes before the start of the session. U.S. call-in: (800)
611-1147. International call-in: (612) 332-0523.
Twenty-four hour replay of the press conference will begin at 3:30 p.m.
EDT and end at midnight tomorrow, September 21. To hear the replay, please call
the following telephone numbers: U.S. replay call-in: (800) 475-6701.
International replay call-in: (612) 365-3844. Access code: 315972.
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