SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13d
(Amendment No.2)
XM SATELLITE RADIO HOLDINGS INC.
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
983759-10-1
(CUSIP Number)
Anne T. Larin
Legal Staff
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 665-4927
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 2001
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box.
1. NAME OF REPORTING PERSON: General Motors Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 38-0572515
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) X
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e): .
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 5,553,252.
8. SHARED VOTING POWER: 13,416,153.
9. SOLE DISPOSITIVE POWER: 5,553,252.
10. SHARED DISPOSITIVE POWER: 13,416,153.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 18,969,405.
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: .
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 38.8%.
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO.
1. NAME OF REPORTING PERSON: Hughes Electronics Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
52-1106564
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) X
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e): .
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 13,416,153.
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 13,416,153.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 13,416,153.
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: .
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO.
1. NAME OF REPORTING PERSON: DIRECTV Enterprises, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 95-4511942
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) X
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e): .
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 6,307,969.
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 6,307,969.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,307,969.
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: .
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO.
Item 2. Identity and Background.
The names, business addresses, and principal businesses of each of the
directors and executive officers of GM, Hughes, and DIRECTV (the "Reporting
Persons") are set forth on Schedule I hereto and incorporated by reference
herein.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 6 below, Motient distributed to Hughes 1,097,248
shares of Class A Common Stock and cash in connection with Hughes' guaranty of
certain obligations of Motient pursuant to a term credit agreement, and
6,010,936 shares of Class A Common Stock in connectin with Hughes' guaranty of
certain obligations of Motient pursuant to a revolving credit agreement.
Motient, a subsidiary of Motient, Hughes, and the other guarantors under such
credit agreements also entered into new credit agreements.
Item 4. Purpose of Transaction.
Hughes acquired the Class A Common Stock in full satisfaction of Motient's
obligations under the guaranties as described in Item 6 below.
Item 5. Interest in Securities of the Issuer.
As described in Item 6 below, Baron Capital Partners, L.P. received an
aggregate of 1,184,438 shares of Class A Common Stock and cash in connection
with its guaranty of certain obligations of Motient.
As described in Item 6 below, Motient distributed an aggregate of
9,257,262 shares of Class A Common Stock and cash to Hughes, Baron Capital
Partners, L.P., and Singapore Telecommunications Ltd.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Term Loan Master Agreement. On November 19, 2001, Motient, Hughes,
Singapore Telecommunications Ltd. ("Sing Tel") and Baron Capital Partners, L.P.
("Baron" and, together with Hughes and Sing Tel, the "Guarantors") executed a
Term Loan Master Agreement (the "Term Loan Master Agreement") relating to
Motient's Term Credit Agreement, dated as of March 31, 1998 (the "Term Credit
Agreement"). Under the Term Loan Master Agreement, Motient distributed 1,097,248
shares of Class A Common Stock of the Issuer to Hughes, 182,875 shares of Class
A Common Stock of the Issuer to Sing Tel and 182,875 shares of Class A Common
Stock of the Issuer to Baron in lieu of foreclosure upon such shares by the
Guarantors. In addition, Motient sold 500,000 shares of Class A Common Stock of
the Issuer in a broker transaction at the request of the Guarantors and
distributed $3,562.381.24 to Hughes, $593,730.21 to Sing Tel and $593,730.21 to
Baron with the proceeds from such sale. As a result of the foregoing
transactions, Motient's obligations to the Guarantors under the Term Credit
Agreement were satisfied in full. Motient also transferred a demand registration
right to Hughes and shelf registration rights and piggyback registration rights
to each of the Guarantors, which rights were previously granted to Motient under
the Registration Rights Agreement.
Revolving Loan Master Agreement. On November 19, 2001, Motient, Motient
Holdings Inc. ("Motient Sub") and each of the Guarantors executed a Revolving
Loan Master Agreement (the "Revolving Loan Master Agreement") relating to
Motient Sub's Revolving Credit Agreement, dated as of March 31, 1998 (the
"Revolving Credit Agreement"). Under the Revolving Loan Master Agreement,
Motient distributed 6,010,936 shares of Class A Common Stock of the Issuer to
Hughes, 781,765 shares of Class A Common Stock of the Issuer to Sing Tel and
1,001,563 shares of Class A Common Stock of the Issuer to Baron in lieu of
foreclosure upon such shares by the Guarantors and in full satisfaction of
Motient's and Motient Sub's obligations to the Guarantors under the Revolving
Credit Agreement. Motient also transferred shelf registration rights and
piggyback registration rights to each of the Guarantors, which rights were
previously granted to Motient under the Registration Rights Agreement.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Term Loan Master Agreement, dated as of November 19,
2001, by and among Motient Corporation (formerly
known as American Mobile Satellite Corporation),
Hughes Electronics Corporation, Singapore
Telecommunications Ltd. and Baron Capital Partners,
L.P.
Exhibit 2 Revolving Loan Master Agreement, dated as of November 19,
2001, by and among Motient Corporation (formerly known as
American Mobile Satellite Corporation), Hughes Electronics
Corporation, Singapore Telecommunications Ltd. and Baron
Capital Partners, L.P.
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.
GENERAL MOTORS CORPORATION
By: Thomas A. Gottschalk
Name: Thomas A. Gottschalk
Title: Senior Vice President and General Counsel
Date: November 28, 2001
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.
HUGHES ELECTRONICS CORPORATION
By: Michael J. Gaines
Name: Michael J. Gaines
Title: Vice President and Chief Financial Officer
Date: November 28, 2001
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.
DIRECTV ENTERPRISES, INC.
By: Roxanne S. Austin
Name: Roxanne S. Austin
Title: President and Chief Operating Officer
Date: November 28, 2001
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
THE REPORTING PERSONS
General Motors Corporation
The name, business address, present principal occupation or employment,
and the name, principal business, and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of General Motors is set forth below. Unless otherwise
specified, the business address of each person listed below is 100 Renaissance
Center, Detroit, Michigan 48243-7301.
NAME, BUSINESS ADDRESS AND PRINCIPAL
OCCUPATION, IF NOT EXECUTIVE OFFICER
OF GM POSITION WITH GM
Percy N. Barnevik Director
Chairman, ABB Ltd.
Affolternstrasse 44
Box 8131
CH-8050 Zurich Switzerland
John H. Bryan Director
Retired Chairman and CEO
Sara Lee Corporation
Three First National Plaza, 46th Floor
Chicago, Illinois 60602-4260
John M. Devine Vice Chairman and Chief Financial
Officer
Thomas E. Everhart Director
Professor Emeritus and Professor of
Electrical Engineering and Applied
Physics
California Institute of Technology
1200 E. California Blvd.
Pasadena, California 91125
John D. Finnegan Executive Vice President; Chairman
and President, General Motors
Acceptance Corporation
George M.C. Fisher Director
Retired Chairman and CEO
Eastman Kodak Company
343 State Street
Rochester, New York 1460-0229
Thomas A. Gottschalk Executive Vice President, Law and
Public Policy, and General Counsel
Nobuki Idei Director
Chairman and Chief Executive Officer
Sony Corporation
6-7-35 Kitashinagawa
Shinagawa-ku Tokyo 141-0001 Japan
Karen Katen Director
Executive Vice President, Pfizer
Inc. President, Pfizer Global
Pharmaceuticals
Pfizer, Inc.
235 East 42nd Street
New York, New York 10017-5755
Robert A. Lutz Vice Chairman, Product Development
J. Willard Marriott, Jr. Director
Chairman and Chief Executive Officer
Marriott International, Inc.
One Marriott Drive
Washington, D.C. 20058
E. Stanley O'Neal Director
President and Chief Operating Officer
Merrill Lynch & Co.
717 Fifth Avenue, 9th Floor
New York, New York 10022
Eckhard Pfeiffer Director
Chairman, Intershop Communications
AG/Inc.
7 Saddlebrook Lane
Houston, Texas 77024
John F. Smith, Jr. Chairman
G. Richard Wagoner, Jr. Chief Executive Officer
Lloyd D. Ward Director
Chief Executive Officer
United States Olympic Committee
One Olympic Plaza
Colorado Springs, Colorado 80909
Hughes Electronics Corporation
The name, business address, present principal occupation or employment,
and the name, principal business, and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of Hughes is set forth below. Unless otherwise specified, the
business address of each person listed below is 200 North Sepulveda Blvd., El
Segundo, California 90245.
NAME, BUSINESS ADDRESS AND PRINCIPAL
OCCUPATION, IF NOT EXECUTIVE OFFICER OF
HUGHES POSITION WITH HUGHES
Michael J. Gaines Vice President and Chief
Financial Officer
James M. Cornelius Director
Chairman, Guidant Corporation
P.O. Box 44906
Indianapolis, Indiana 46244
Thomas E. Everhart Director
(See occupation and address above)
Eddy W. Hartenstein Senior Executive Vice President
Peter A. Lund Director
Chairman
DreamLife, Inc.
888 7th Avenue
New York, New York 10006
Harry J. Pearce Chairman of the Board & Director
Eckhard Pfeiffer Director
(See occupation and address above)
Jack A. Shaw Chief Executive Officer and
President & Director
Alfred C. Sikes Director
President, Hearst Interactive Media
The Hearst Corporation
959 8th Avenue
New York, New York 10019
John F. Smith, Jr. Director
(See occupation and address above)
Bernee D.L. Strom Director
Chief Executive Officer
Strom Group
5505 Lake Washington
Kirkland, Washington 98033
G. Richard Wagoner Director
(See occupation and address above)
DIRECTV Enterprises, Inc.
The name, business address, present principal occupation or employment,
and the name, principal business, and address of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of DIRECTV is set forth below. Unless otherwise specified,
the business address of each person listed below is 2230 East Imperial Hwy., El
Segundo, California 90245.
NAME, BUSINESS ADDRESS AND PRINCIPAL
OCCUPATION, IF NOT EXECUTIVE OFFICER OF
DIRECTV POSITION WITH DIRECTV
Eddy Hartenstein Chairman of the Board and
Chief Executive Officer
Roxanne S. Austin President and Chief Operating
Officer
David A. Baylor Executive Vice President
Lawrence N. Chapman Executive Vice President
Steven J. Cox Executive Vice President
Robert L. Meyers Executive Vice President