SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
(Rule 13d-1)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PanAmSat Corporation
----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
697933-10-9
-----------
(CUSIP Number)
Patrick J. Costello
Northway Management Company, LLC
164 Mason Street
Greenwich, CT 06830
(203) 618-9062
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 1, 1998
-----------
(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 Rule 13d-1(b)(3) or (4), check the following box. [ ]
Page 1 of 9 pages
<PAGE>
CUSIP NO. 697933-10-9 Page 2 of 9 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Article VII Trust Created Under the Rene Anselmo Revocable Trust
Dated June 10, 1994 (the "Article VII Trust")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Connecticut
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,718,588
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,718,588
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 697933-10-9 Page 3 of 9 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mary Anselmo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
United States
7 SOLE VOTING POWER
699,885
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,718,588
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,418,473
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,418,473
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 697933-10-9 Page 4 of 9 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Reverge Anselmo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGA PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,718,588
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
Excludes 10,718,588 shares as to which beneficial ownership is
disclaimed. [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 697933-10-9 Page 5 of 9 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lourdes Saralegui
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
United States
7 SOLE VOTING POWER
156,451
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,718,588
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 156,451
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,451
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* Excludes 10,718,588 shares as to which beneficial ownership
is disclaimed. [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 697933-10-9 Page 6 of 9 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frederick A. Landman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
United States
7 SOLE VOTING POWER
2,069,238
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,718,588
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,069,238
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,069,238
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* Excludes 10,718,588 shares as to which beneficial ownership
is disclaimed. [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 9
Explanatory Note: Mary Anselmo, Reverge Anselmo, Frederick A. Landman and
Lourdes Saralegui are joint trustees (the "Joint Trustees")
under the Article VII Trust Created Under the Rene Anselmo
Revocable Trust dated June 10, 1994, which was created by
Rene Anselmo (the former Chairman of the Board and Chief
Executive Officer of PanAmSat International Systems, Inc.,
formerly known as PanAmSat Corporation) and succeeded to all
of the stock owned by him on the date of his death. Mary
Anselmo has the sole power to require or prohibit the sale
of the shares owned by this trust and is the principal
beneficiary of these shares. Mary Anselmo claims beneficial
ownership of the shares held by the Article VII Trust.
Reverge Anselmo, Frederick A. Landman and Lourdes Saralegui
disclaim beneficial ownership of the shares held by the
Article VII Trust.
ITEM 1. SECURITY AND ISSUER.
There has been no change to this Item.
ITEM 2. IDENTITY AND BACKGROUND
There has been no change to this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to include the following:
Each of the Reporting Persons is a party to the Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of May 1, 1998 and
attached hereto as Exhibit 1, by and among Hughes Communications, Inc.,
a California corporation ("HCI"), and certain holders of the Company's
Common Stock (the "Sellers"), pursuant to which HCI purchased Common
Stock from the Reporting Persons at a purchase price of Sixty Dollars
($60.00) per share. The number of shares sold and the aggregate
purchase price received therefor by each Reporting Person pursuant to
the Stock Purchase Agreement are set forth below:
Reporting Number of
Person Shares Sold Purchase Price
------ ----------- --------------
Article VII Trust 2,110,708 $126,642,480
Mary Anselmo 137,822 8,269,320
Frederick A. Landman 407,445 24,446,700
Lourdes Saralegui 30,774 1,846,440
Reverge Anselmo 0 0
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to include the following:
By Letter dated May 1, 1998, a copy of which is attached hereto as
Exhibit 2 (the "Diversification Letter"), Reverge Anselmo, on behalf of
Mary Anselmo and the Article VII Trust excluding Frederick Landman and
Lourdes Saralegui in their individual capacities (collectively, the
"Anselmo Family"), advised the Company that the Anselmo Family intends
to diversify its portfolio and that the Anselmo Family presently
expects that this diversification will include the sale of a
substantial part of the shares of Common Stock currently held by the
Anselmo Family. The Company has agreed promptly to effect a shelf
registration of such shares to assist in such disposition as described
in Item 6 below.
Although Mr. Landman and Ms. Saralegui have not executed this Schedule
in their individual capacities, they have indicated their intention to
retain a substantial portion of their holdings of the Common Stock.
However, they may, from time to time, dispose of certain of their
shares or acquire additional shares of Common Stock.
<PAGE>
Page 8 of 9
Except as described herein, none of the Reporting Persons has any
present plan or proposal which relates to, or could result in, any of
the events referred to in paragraphs (a) through (j), inclusive, of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to include the following:
For the information required by Items 5 (a) and (b), see Schedule I
attached hereto. For the information required by Item 5 (c), see the
description of the Stock Purchase Agreement contained in Item 3. Items
5 (d) and (e) are not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to include the following:
For information required by Item 6, see the description of the
Diversification Letter contained in Item 4.
Each of Mary Anselmo, individually, and the Joint Trustees, as trustees
of the Article VII Trust is a party to an Agreement (the "Shelf
Registration Agreement"), dated as of May 1, 1998 and attached hereto
as Exhibit 3, with the Company and certain other holders of the
Company's Common Stock identified therein pursuant to which the Company
has agreed to promptly register under and in accordance with the
provisions of Rule 415 promulgated under the Securities Act of 1933, as
amended, all of the shares of Common Stock held by Mary Anselmo, the
Article VII Trust and such other holders of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to include the following exhibits:
Exhibit
Number Description
------ -----------
6. Stock Purchase Agreement, dated as of May 1, 1998, by and
among Hughes Communications, Inc. and certain holders of
the Company's Common Stock.
7. Letter dated May 1, 1998 from Reverge Anselmo to the
Company on behalf of Mary Anselmo, the Article VII Trust
and certain other holders of Common Stock.
8. Agreement, dated as of May 1, 1998, by and among PanAmSat
Corporation and certain holders of the Company's Common
Stock.
<PAGE>
Page 9 of 9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: May 31, 1998
Name: /s/ Mary Anselmo
-----------------------------
MARY ANSELMO, individually and
as a trustee of the Article
VII Trust created by the RENE
ANSELMO REVOCABLE TRUST DATED
JUNE 10, 1994.
Name: /s/ Reverge Anselmo
----------------------------
REVERGE ANSELMO, as a trustee
of the Article VII Trust
created by the RENE ANSELMO
REVOCABLE TRUST DATED JUNE 10,
1994.
Name: /s/ Frederick A. Landman
----------------------------
FREDERICK A. LANDMAN, as a
trustee of the Article VII
Trust created by the RENE
ANSELMO REVOCABLE TRUST DATED
JUNE 10, 1994.
Name: /s/ Lourdes Saralegui
---------------------------
LOURDES SARALEGUI, as a
trustee of the Article VII
Trust created by the RENE
ANSELMO REVOCABLE TRUST DATED
JUNE 19, 1994.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
=============================================================================================================
Power to Vote or Direct
Vote Power to Dispose
- -------------------------------------------------------------------------------------------------------------
Amount of Percentage
Common Ownership
Name and Address Stock of Common Sole Shared Sole Shared
Beneficially Stock
Owned
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Article VII Trust(1)(2) 10,718,588 7.2% 0 10,718,588 0 0
- -------------------------------------------------------------------------------------------------------------
Mary Anselmo(1)(2)(3) 11,418,473 7.7% 699,885 10,718,588 11,418,473 0
- -------------------------------------------------------------------------------------------------------------
Reverge Anselmo(1)(2)(3) 0 0.0% 0 10,718,588 0 0
- -------------------------------------------------------------------------------------------------------------
Lourdes Saralegui(1)(2)(3) 156,451 0.1% 156,451 10,718,588 156,451 0
- -------------------------------------------------------------------------------------------------------------
Frederick A. Landman(1)(2)(3) 2,069,238 1.4% 2,069,238 10,718,588 2,069,238 0
- -------------------------------------------------------------------------------------------------------------
</TABLE>
1. The address for such person is c/o Northway Management Company, LLC, 164
Mason Street Greenwich, CT 06830.
2. Mary Anselmo, Reverge Anselmo, Frederick A. Landman and Lourdes Saralegui
are joint trustees (the "Joint Trustees") under the Article VII Trust
Created Under the Rene Anselmo Revocable Trust dated June 10, 1994, which
was created by Rene Anselmo (the former Chairman of the Board and Chief
Executive Officer of PanAmSat International Systems, Inc., formerly known
as PanAmSat Corporation) and succeeded to all of the stock owned by him on
the date of his death. Mary Anselmo has the sole power to require or
prohibit the sale of the shares of Company Common Stock owned by this trust
and is the principal beneficiary of the trust. The shares of Company Common
Stock shown to be owned by Mary Anselmo include 10,718,588 shares of
Company Common Stock held by the Article VII Trust for which Mary Anselmo
claims beneficial ownership. The shares of Company Common Stock shown to be
owned by Reverge Anselmo, Lourdes Saralegui and Frederick A. Landman
exclude the 10,718,588 shares of Company Common Stock held by the Article
VII Trust for which Reverge Anselmo, Lourdes Saralegui and Frederick A.
Landman each disclaim beneficial ownership.
3. The percentage ownership of Company Common Stock for Mary Anselmo includes
the shares of Company Common Stock held by the Article VII Trust for which
she claims beneficial ownership. The percentage ownership of Company Common
Stock for Reverge Anselmo, Lourdes Saralegui and Frederick A. Landman
exclude the shares of Company Common Stock held by the Article VII Trust
for which they each disclaim beneficial ownership.
EXHIBIT 6
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement, dated as of May 1, 1998 (this
"Agreement"), is made and entered into by Hughes Communications, Inc., a
California corporation ("HCI"), and the selling stockholders whose names appear
on the signature pages to this Agreement (the ("Sellers").
WHEREAS, on May 16, 1997, HCI and certain of its subsidiaries,
Satellite Company, LLC a Nevada limited liability company, and PanAmSat
International Systems, Inc. (formerly known as PanAmSat Corporation), a Delaware
corporation ("PAS"), consummated a reorganization of the respective satellite
services businesses of HCI and PAS in which HCI and its subsidiaries and the
Sellers acquired shares of common stock, $.01 par value per share ("Common
Stock"), of PanAmSat Corporation (formerly known as Magellan International,
Inc.) a Delaware corporation (the "Company").
NOW THEREFORE, the parties intending to be legally bound, agree as
follows:
1. Purchase of Shares.
------------------
HCI hereby purchases from each of the Sellers, and each of the Sellers
hereby sells, assigns and transfers to HCI, the number of Shares set forth next
to the name of such Seller on Annex A. Concurrently with such assignment and
transfer, HCI is simultaneously paying to each Seller, by wire transfer if
immediately available funds to the account specified for such Seller on Annex B,
an amount equal to the number of Shares being sold by such Seller multiplied by
Sixty Dollars ($60.00). Concurrently with the payment of such funds, each Seller
is delivering to HCI certificates representing the Shares being sold by such
Seller with documentation satisfactory to HCI evidencing the transfer of such
Shares.
2. Representations and Warranties of the Sellers.
---------------------------------------------
Each of the Sellers hereby represents and warrants (but only as to such
Seller) as of the date hereof that:
(a) Organization. If such Seller is not a natural person, it is duly
organized, validly existing and (if applicable) in good standing under the laws
of its respective jurisdiction of formation; has not been dissolved, adopted
resolutions to dissolve or acted in any way to accomplish, request or approve
such dissolution; is not a party to any merger; and has not been declared
bankrupt and no action or request is pending to declare it bankrupt. (b)
Authorization. If such Seller is not a natural person, it has taken all action
necessary for the authorization, execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement constitutes the valid
<PAGE>
and legally binding obligation of such Seller, enforceable against such Seller
in accordance with its terms.
(c) Ownership of the Shares. Such Seller has good title to the
Shares being sold by such Seller; has full, complete and unrestricted legal
right, power and authority to transfer and deliver such Shares pursuant to this
Agreement; and HCI is receiving good title thereto, free and clear of all liens,
claims, encumbrances, rights and restrictions of any kind other than
restrictions applicable to such Shares pursuant to agreements to which HCI is
also a party.
(d) Non-Contravention. The execution and delivery of this Agreement
by such Seller does not, and the performance of its obligations hereunder will
not, (i) if such Seller is not a natural person; contravene or conflict with any
provision of the respective organizational documents of such Seller, or (ii)
contravene or conflict with or constitute a violation of or default under or
give rise to a right of termination, cancellation or acceleration (with or
without notice or lapse of time, or both) of any right or obligation of such
Seller under any provision of applicable law or regulation of the Untied States
or any state thereof or any foreign jurisdiction, or of any agreement,
injunction, order, decree or other instrument binding upon such Seller if such
contravention, conflict, violation, default or rights could adversely affect
HCI's rights to the Shares being sold by such Seller.
(e) No Consent Required. No application, notice, order,
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained or taken by such Seller by virtue of the
execution, delivery and performance of this Agreement or the sale of the Shares
by such Seller contemplated hereby.
(f) Compliance with Securities Laws. Such Seller acknowledges that
the Shares are being sold to HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended. Such Seller, either
on its own or through Patrick Costello, acting as a Representative for such
Seller, (i) believes that it has received all the information that it considers
necessary or appropriate for deciding whether to sell the Shares being sold by
such Seller, and (ii) represents that it has had an opportunity to ask questions
of, and has received answers from, representatives of the Company regarding
material developments affecting the Company and its prospects. Such Seller has
not taken any action with respect to the Shares being sold by such Seller that
would constitute a violation of federal securities laws.
3. HCI's Representations and Warranties.
------------------------------------
HCI hereby represents and warrants as of the date hereof that:
(a) Organization. HCI is a corporation duly organized, validly
existing and in good standing under the laws of the state of California. HCI has
all requisite power and authority to carry on its business as now conducted. HCI
has not been dissolved, adopted resolutions to dissolve or acted in any way to
accomplish, request or approve such dissolution; is not a party to any merger;
and has not been declared bankrupt and no action or request is pending to
declare it bankrupt.
2
<PAGE>
(b) Authorization. HCI has taken all action necessary for the
authorization, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement constitutes
HCI's valid and legally binding obligation, enforceable in accordance with its
terms.
(c) Non-Contravention. The execution an delivery
by HCI of this Agreement does not, and the performance of its obligations
hereunder will not (i) contravene or conflict with the certificate of
incorporation or bylaws of HCI, or (ii) contravene or conflict with or
constitute a violation of or default under or give rise to a right of
termination, cancellation or acceleration (with or without notice or lapse of
time, or both) of any right or obligation of HCI under any provision of
applicable law or regulation of the Untied States or any state thereof or any
foreign jurisdiction, or of any agreement, contract, judgment, injunction,
order, decree or other instrument binding upon HCI.
(d) No Consent Required. No application, notice, order,
registration, qualification, waiver, consent, approval or other action is
required to be filed, given, obtained, or taken by HCI by virtue of the
execution, delivery and performance of this Agreement or the purchase of the
Shares contemplated hereby.
(e) Compliance with Securities Laws. HCI acknowledges that the
Shares are being purchased by HCI in a private transaction that is exempt from
registration under the Securities Act of 1933, as amended, HCI is acquiring the
Shares as an investment and not with a view toward distribution, and HCI
believes that it has received all the information that it considers necessary or
appropriate for deciding whether to purchase the Shares. HCI acknowledges that
it has not relied on any information with respect to the Company from any of the
Sellers or from any representative or agent of any of the Sellers. HCI has not
taken and will not take any action with respect to the Shares that would
constitute a violation of federal or state securities laws.
4. Miscellaneous.
-------------
(a) Expenses. All costs and expenses incurred in connection with
this Agreement and the purchase of the Shares contemplated hereby shall be paid
by the party incurring such expenses.
(b) Entire Agreement. This Agreement constitutes the entire
Agreement among the parties hereto and supersedes all prior agreements and
understandings, both written and oral, among them with respect to the subject
matter hereof. This Agreement is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(c) Governing Law. This Agreement shall be construed and
interpreted, and the rights of the parties determined, in accordance with the
laws of the State of New York (without reference to the choice of law
provisions).
(d) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same instrument and
shall become
3
<PAGE>
effective when executed and delivered by each of the parties.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be signed as of the date first written above.
HUGHES COMMUNICATIONS, INC.
By: /s/ Patrick T. Doyle
-------------------------------------
Name: Patrick T. Doyle
Its: Senior Vice President
SELLERS
/s/ Mary Anselmo
-----------------------------------------
Mary Anselmo
/s/ Lourdes Saralegui
-----------------------------------------
Frederick A. Landman
By: Lourdes Saralegui
Attorney-in-Fact
Pier Landman
-----------------------------------------
Pier Landman
/s/ Lourdes Saralegui
-----------------------------------------
Lourdes Saralegui
5
<PAGE>
FORMER CLASS A STOCKHOLDERS
/s/ Mary Anselmo
--------------------------------------------
Name: MARY ANSELMO, as a trustee of
the Article VII Trust created by
the RENE ANSELMO REVOCABLE TRUST
DATED JUNE 10, 1994, and as
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995 and as a
co-trustee of the RAYCE ANSELMO
TRUST DATED DECEMBER 23, 1991
--------------------------------------------
Name: FREDERICK A. LANDMAN, as trustee
of the Article VII Trust created
by the RENE ANSELMO REVOCABLE
TRUST DATED JUNE 10, 1994 and as
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995
--------------------------------------------
Name: LOURDES SARALEGUI, as Trustee of
the Article VII Trust created by
the RENE ANSELMO REVOCABLE TRUST
DATED JUNE 10, 1994 and as a
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995
6
<PAGE>
/s/ Pier Landman
--------------------------------------------
Name: PIER LANDMAN, as the sole
trustee of the CHLOE LANDMAN
TRUST DATED JUNE 10, 1998 and
the sole trustee of the RISSA
LANDMAN TRUST DATED JUNE 10,
1988
/s/ Patrick Costello
--------------------------------------------
Name: PATRICK J. COSTELLO, as trustee
of the FREDERICK A. LANDMAN
IRREVOCABLE TRUST DATED DECEMBER
22, 1995 and as a successor
trustee of the RAYCE ANSELMO
TRUST DATED DECEMBER 23, 1991
/s/ Reverge Anselmo
--------------------------------------------
Name: REVERGE ANSELMO, as trustee of
the Article VII Trust created by
the RENE ANSELMO REVOCABLE TRUST
DATED JUNE 10, 1994 and as a
successor trustee under the
Voting Trust Agreement dated as
of February 28, 1995
7
<PAGE>
Annex A
-------
<TABLE>
<CAPTION>
Tax Identification
Number/Social Number of Purchase Price
Name and Address Security Number Shares
<S> <C> <C> <C>
Article VII Trust Created by The Rene Anselmo Revocable 06-6445864 2,110,708 $126,642,480
Trust dated June 10, 1994 c/o Northway Management
Company, LLC
164 Mason Street
Greenwich, CT 06830
Mary Anselmo ###-##-#### 137,822 $8,269,320
408 North Street
Greenwich, CT 06830
Pier Landman ###-##-#### 39,376 $2,362,560
50 Doubling Road
Greenwich, CT 06830
Frederick Landman Irrevocable Trust dated December 22, 06-6444548 154,738 $9,284,280
1995 f/b/o Pier Landman
c/o Northway Management Company, LLC
164 Mason Street
Greenwich, CT 06830
Rayce Anselmo Trust dated December 23, 1991 06-6370120 55,129 $3,307,740
c/o Northway Management Company, LLC
164 Mason Street
Greenwich, CT 06830
The Chloe Landman Trust dated June 10, 1988 06-6370119 6,891 $413,460
c/o Northway Management Company, LLC
164 Mason Street
Greenwich, CT 06830
The Rissa Landman Trust dated June 10, 1988 06-6370121 6,891 $413,460
c/o Northway Management Company, LLC
164 Mason Street
Greenwich, CT 06830
Fred Landman - 407,445 $24,446,700
Lourdes Saralegui - 30,774 $1,846,440
</TABLE>
8
<PAGE>
Annex B
-------
<TABLE>
<CAPTION>
NAME WIRE INSTRUCTIONS
- -------------------------------------------------- ----------------------------------------------------------
<S> <C>
ARTICLE VII TRUST CREATED BY THE RENE ANSELMO Morgan NYC; ABA #021000236; Private Banking Division;
REVOCABLE TRUST DATED JUNE 10, 1994 Credit Acct. T&I #999-99-651; For further credit to:
c/o Northway Management Company, LLC Article VII Trust created under Rene Anselmo Revocable
164 Mason Street, Greenwich, CT 06830 Trust; Acct. # PBD73169
ID # 06-6445884
MARY ANSELMO, individually Mellon Bank, Pittsburgh, PA; ABA #043000261
408 North Street, Greenwich, CT 06830 Account of Merrill Lynch; Acct. # 1011730
ID # ###-##-#### For further credit to: Mary Anselmo, Acct. # 832-33815
PIER LANDMAN, individually Mellon Bank, Pittsburgh, PA; ABA # 043000261
50 Doubling Road, Greenwich, CT 06830 Account of Merrill Lynch; Acct. # 1011730
ID # ###-##-#### For further credit to: Pier A. Landman, Acct. # 632-33756
FREDERICK A. LANDMAN IRREVOCABLE TRUST DATED The Bank of New York; ABA # 021000018
DECEMBER 22, 1995 F/B/O PIER LANDMAN Account of Putnam Trust; Acct. # GLA111-565
c/o Northway Management Company, LLC For further credit to: Frederick A. Landman Trust,
164 Mason Street, Greenwich, CT 06830 Acct. # 123460
ID # 06-6444548
RAYCE ANSELMO TRUST DATED DECEMBER 23, 1991 The Bank of New York; ABA # 021000018
c/o Northway Management Company, LLC Account of Putnam Trust; Acct. # GLA111-685
164 Mason Street, Greenwich, CT 06830 For further credit to: Rayce Anselmo Trust, Acct. # 297670
ID # 06-6370120
THE CHLOE LANDMAN TRUST DATED JUNE 10, 1988 Mellon Bank, Pittsburgh, PA; ABA # 043000261
c/o Northway Management Company, LLC Account of Merrill Lynch; Acct. # 1011730
164 Mason Street, Greenwich, CT 06830 For further credit to: Chloe Landman Trust, Acct. # 832-36072
ID # 06-6370119
THE RISSA LANDMAN TRUST DATED JUNE 10, 1988 Mellon Bank, Pittsburgh, PA; ABA # 043000261
c/o Northway Management Company, LLC Account of Merrill Lynch; Acct. # 1011730
164 Mason Street, Greenwich, CT 06830 For further credit to: Rissa Landman Trust, Acct. # 832-36073
ID # 06-6370121
</TABLE>
9
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Exhibit 7
Reverge Anselmo
c/o Northway Management Company, LLC
164 Mason Street
Greenwich, Connecticut 06830
May 1, 1998
PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
Attention: Frederick A. Landman
Dear Mr. Landman:
I am writing this letter on behalf of Mary Anselmo, Pier Landman, and
the Trustees of the Article VII Trust created by the Rene Anselmo Revocable
Trust dated June 10, 1994, the Chloe Landman Trust dated June 10, 1988 and the
Rissa Landman Trust, dated June 10, 1988 (the "Anselmo Family").
The purpose of this letter is to inform the Company that the Anselmo
Family intends to diversify its portfolio. The Anselmo Family presently expects
that this diversification will include the sale of a substantial part of the
shares of PanAmSat Corporation (the "Company") common stock currently held by it
(the "Shares").
The Anselmo Family would like to work with the Company to seek the best
opportunity for an orderly sale of Shares in a manner that maximizes value for
the Anselmo Family yet is coordinated with the Company's needs. To this end, the
Anselmo Family does not presently intend to request a demand registration of its
Shares without consulting with the Company.
We would look forward to discussing how the Anselmo Family and the
Company can work together to achieve our goals.
Very truly yours,
/s/ Reverge Anselmo
Reverge Anselmo
cc: John Musicaro, Esq.
James W. Cuminale, Esq.
Dennis J. Friedman, Esq.
Hughes Communications, Inc., Attention: President
Bruce R. Lederman, Esq.
EXHIBIT 8
AGREEMENT
This Agreement, dated as of May 1, 1998 (this "AGREEMENT") is entered
into by and among PanAmSat Corporation (formerly known as Magellan
International, Inc., the "COMPANY"), and the persons listed on the signature
pages hereof (the "FORMER CLASS A STOCKHOLDERS").
RECITALS
--------
A. The Company and the Former Class A Stockholders are parties to the
Amended and Restated Registration Rights Agreement (the "REGISTRATION RIGHTS
AGREEMENT"), dated as of May 16, 1997 by and among Company and the Stockholders
(as defined therein). Capitalized terms which are not otherwise defined herein
shall have the meanings set forth in the Registration Rights Agreement.
B. Pursuant to the Registration Rights Agreement, the Company granted
to Former Class A Stockholders certain rights with respect to registering shares
of Common Stock, par value $.01 per share, of the Company (the "COMMON STOCK")
under the Securities Act of 1933, as amended (the "SECURITIES ACT").
C. The Former Class A Stockholders desire to dispose of a substantial
part, up to all of their shares of Common Stock (the "REGISTRABLE SHARES") over
a period of time.
D. The Company wishes to work with the Former Class A Stockholders to
effect an orderly sale of Registrable Shares in a manner that maximizes value
for the Former Class A Stockholders yet is coordinated with the Company's needs.
AGREEMENT
In consideration of the Recitals and the mutual promises contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. SHELF REGISTRATION STATEMENT. Subject to Section 3 hereof, the
Company agrees to promptly register under and in accordance with the provisions
of Rule 415 promulgated under the Securities Act, all of the Registrable Shares
(a "SHELF REGISTRATION"). Within 45 days hereof, the Company shall file with the
Securities and Exchange Commission (the "SEC"), and the Company shall thereafter
use commercially reasonable efforts to cause to be declared effective, a
registration statement on the appropriate form for registration and sale (the
"REGISTRATION STATEMENT") of all of the
<PAGE>
Registrable Shares. The Company shall use commercially reasonable efforts to
cause the Registration Statement to be kept continuously effective and usable
for the resale of the Registrable Shares for a period of 180 days from the date
on which the SEC declares the Registration Statement effective. The Shelf
Registration shall be separate from any registration statement filed pursuant to
the Registration Rights Agreement, and it is expressly agreed that the Shelf
Registration is not and shall not be deemed to be a Demand Registration under
the Registration Rights Agreement.
2. REGISTRATION PROCEDURES. Section 5 of the Registration Rights
Agreement is hereby incorporated by reference in its entirety, except that (a)
references to Sections 2 and 3 shall mean references to Section 1 hereof, (b)
references to Sections 2(b) and 3(c) shall be deleted, and (c) references to
Holder therein shall mean the Former Class A Stockholders. Furthermore, the
Company's obligations under Section 5(h) of the Registration Rights Agreements
shall be subject to Section 3(c) hereof.
3. AGREEMENTS OF STOCKHOLDERS. Each of the Former Class A Stockholders
hereby jointly and severally agree as follows:
(a) it will not give or cause any of its lawful
representatives to give, any Demand Notice or take any
other action that might cause the Company to be
obligated to commence a Demand Registration of all or
any part of the Registrable Shares for a period
commencing on the date hereof and terminating 90 days
hereafter; notwithstanding anything contained in this
agreement to the contrary, nothing precludes a demand
for an underwritten demand registration under the
Registration Rights Agreement more than 90 days of the
date hereof;
(b) it will not take or cause its lawful representatives
to take such actions and make such statements that, in
the reasonable opinion of the Company, will
communicate to the public securities markets that it
will, in the immediate future, solicit bids for the
Registrable Shares;
(c) it will not take or cause its lawful representatives
to take actions which are inconsistent with the letter
dated May 1, 1998, which states that it intends to
diversify its portfolios, the diversification of which
is presently expected to include the sale of a
substantial part of the shares of Common Stock
currently held;
(d) prior to soliciting bids for or agreeing to any sale
of the Registrable Shares during the effectiveness of
the Registration Statement, each Former Class A
Stockholder or
2
<PAGE>
their lawful representative shall notify the Company,
in writing, of its intention to consummate a sale, and
if the Chief Executive Officer or the Chief Financial
Officer of the Company determines that in such
officer's reasonable judgment and good faith the sale
would materially interfere with any pending material
financing, acquisition or corporate reorganization or
other material corporate development involving the
Company or any of its subsidiaries or would require
premature disclosure thereof and promptly gives the
Former Class A Stockholders written notice of such
determination, containing a general statement of the
reasons for such postponement and an approximation of
the period of the anticipated delay, then the Former
Class A Stockholders agree to delay such sale until
such time as is reasonably determined by the Company;
(e) it will not request the conversion of the Shelf
Registration to a firm, underwritten offering until
such time it is jointly determined by the Former Class
A Stockholders, on the one hand, and the Company, on
the other hand, that an underwritten offering would be
advisable; and
(f) nothing in this agreement shall prevent the Former
Class A Stockholders from exercising their demand
registration rights under the Registration Rights
Agreement following 90 days of the date hereof.
4. REGISTRATION EXPENSES. Section 6 of the Registration Rights
Agreement is hereby incorporated by reference in its entirety except that
references to Holder contained therein shall mean the Former Class A
Stockholders.
5. UNDERWRITTEN OFFERING. If at any time during the effectiveness of
the Shelf Registration, it is determined by the Former Class A Stockholders that
an underwritten offering would be advisable, then the Former Class A
Stockholders holding a majority of the Registrable Shares shall select the
institution or institutions that shall manage or lead such offering.
6. INDEMNIFICATION. Section 8 of the Registration Rights Agreement is
hereby incorporated by reference in its entirety except that references to each
Holder contained therein shall mean each Former Class A Stockholder.
7. MISCELLANEOUS.
3
<PAGE>
a) Sections 10(b), (c), (d), (e), (f), (g), (h), (i),
(j), (k) and (l) of the Registration Rights Agreement
are hereby incorporated by reference in their entirety
except that references to Holders contained therein
shall mean the Former Class A Stockholders; and
(b) this Agreement is not intended and in no way amends
the Registration Rights Agreement which will remain in
full force and effect among the parties thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
PANAMSAT CORPORATION
By /s/ James W. Cuminale
-----------------------------------
Name: James W. Cuminale
Senior Vice President and
General Counsel
FORMER CLASS A STOCKHOLDERS
/s/ Mary Anselmo
-----------------------------------
Name: MARY ANSELMO, individually
and as a trustee of the
Article VII Trust created
by the RENE ANSELMO
REVOCABLE TRUST DATED
JUNE 10, 1994 and as
successor trustee under the
Voting Trust Agreement
dated as of February 28,
1995 and as a co-trustee of
the RAYCE ANSELMO TRUST
DATED DECEMBER 23, 1991
/s/ Frederick A. Landman
-----------------------------------
4
<PAGE>
Name: FREDERICK A. LANDMAN, as
trustee of the Article VII
Trust created by the RENE
ANSELMO REVOCABLE TRUST
DATED JUNE 10, 1994 and
as successor trustee under
the Voting Trust Agreement
dated as of February 28,
1995
/s/ Lourdes Saralegui
-----------------------------------
Name: LOURDES SARALEGUI, as
trustee of the Article VII
Trust created by the RENE
ANSELMO REVOCABLE TRUST
DATED JUNE 10, 1994 and as
a successor trustee under
the Voting Trust Agreement
dated as of February 28,
1995
/s/ Pier Landman
-----------------------------------
Name: PIER LANDMAN, individually
and as the sole trustee of
the CHLOE LANDMAN TRUST
DATED JUNE 10, 1988 and
the sole trustee of the
RISSA LANDMAN TRUST DATED
JUNE 10, 1988
/s/ Patrick J. Costello
-----------------------------------
Name: PATRICK J. COSTELLO, as
trustee of the FREDERICK
A. LANDMAN IRREVOCABLE
TRUST DATED DECEMBER 22,
1995 and as a successor
trustee of the RAYCE
ANSELMO TRUST DATED
DECEMBER 23, 1991
/s/ Reverge Anselmo
-----------------------------------
Name: REVERGE ANSELMO, as
trustee of the Article VII
Trust created by the RENE
ANSELMO REVOCABLE TRUST
DATED JUNE 10, 1994 and as
a successor trustee under
the Voting Trust Agreement
dated as of February 28,
1995
5
<PAGE>
Pursuant to Section 10(m) of the Registration Rights Agreement, the undersigned
hereby consents as of the date first written above to the execution and delivery
of this Agreement. In addition, the undersigned hereby designates that all
notices to be delivered pursuant to Section 10(b) of the Registration Rights
Agreement or the Stockholders Agreement, dated as of May 16, 1997 (among the
same parties), be delivered to Hughes Electronics Corporation, in the place of
Hughes Communications, Inc. as follows:
Hughes Electronics Corporation
200 North Sepulveda Boulevard
P.O. Box 956
El Segundo, California 90245
Attention: Robert Hall
Assistant General Counsel
Facsimile: (310) 416-1216
HUGHES COMMUNICATIONS, INC.
By
------------------------------------
Name:
Title:
