UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EchoStar Communications Corporation
_______________________________________________________________________________
(Name of Issuer)
Class A Common Stock, par value $.10 per share
_______________________________________________________________________________
(Title of Class of Securities)
278762109
_______________________________________________________________________________
(CUSIP Number)
Scott D. Sullivan, Secretary, Treasurer and
Chief Financial Officer, MCI WORLDCOM, Inc.
515 East Amite Street, Jackson, MS 39201 (601) 360-8600
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 24, 1999
_______________________________________________________________________________
(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: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
Page 1 of 15
CUSIP No. 278762109
1. Name of Reporting Person.
S.S. or I.R.S. Identification Number of Above Person.
MCI WORLDCOM, INC.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
00 (see item 3)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Georgia
7. Sole Voting Power
Number of 1,712,020
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person With: 1,712,020
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,712,020
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.0%**
14. Type of Reporting Person (See Instructions)
CO
Page 2 of 15
CUSIP No. 278762109
1. Name of Reporting Person.
S.S. or I.R.S. Identification Number of Above Person.
MCI TELECOMMUNICATIONS CORPORATION
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
00 (see item 3)
5. Check 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
Number of 1,712,020
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person With: 1,712,020
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,712,020
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.0%**
14. Type of Reporting Person (See Instructions)
CO
Page 3 of 15
Based on (i) 15,845,575 shares of Class A Common Stock outstanding on
May 7, 1999 as reported in the Quarterly Report on Form 10-Q of EchoStar
for the quarter ended March 31, 1999 (the "Form 10-Q"), (ii) the
issuance of 1,712,020 shares of Class A Common Stock to the Reporting
Persons pursuant to the Purchase Agreement (as defined herein) and (iii)
the issuance of 6,891,096 shares of Class A Common Stock to News America
Incorporated, an affiliate of The News Corporation Limited, pursuant to
the Purchase Agreement. As reported in the Form 10-Q, as of May 7, 1999
there were outstanding 29,804,401 shares of Class B Common Stock, par
value $.01 per share (the "Class B Common Stock"), of EchoStar. Such
Class B Common Stock is convertible on a one-for-one basis into Class A
Common Stock. Assuming conversion of all shares of Class B Common Stock
into Class A Common Stock, the percentage of the Class A Common Stock
that the Reporting Persons may be deemed to have beneficial ownership of
would be 3.2%. Because each share of Class B Common Stock is entitled
to 10 votes per share, the Reporting Persons beneficially own equity
securities of EchoStar representing approximately 0.5% of the voting
power of EchoStar (assuming no conversion of the Class B Common Stock).
PAGE 4 of 15 PAGES
Introductory Statement
This Amendment No. 1 (this "Amendment No. 1") to the Statement on
Schedule 13D (the "Statement") relates to the Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), of EchoStar Communications
Corporation, a Nevada corporation ("EchoStar"). This Amendment No. 1 amends
and supplements the Statement originally filed by the "Reporting Persons" (as
defined herein) on December 10, 1998 with the Securities and Exchange
Commission (the "SEC").
On June 24, 1999, The News Corporation Limited ("News"), MCI
Telecommunications Corporation ("MCIT"), American Sky Broadcasting, LLC
("ASkyB") and EchoStar consummated the transactions previously described in
the Statement. On such date, pursuant to (i) the Purchase Agreement, dated
as of November 30, 1998, among ASkyB, News, MCIT and EchoStar (the "Purchase
Agreement") and (ii) the letter agreement, dated November 30, 1998, among
Charles W. Ergen, EchoStar, ASkyB, News and MCIT (the "Letter Agreement" and
collectively with the Purchase Agreement, the "Acquisition Agreements"), MCIT
acquired an aggregate of 1,712,020 shares of EchoStar's Class A Common Stock
(the "MCIT shares").
The descriptions of, and references to, the Acquisition Agreements
and other agreements and documents are qualified in their entirety by
reference to the complete texts of such agreements and documents filed as
Exhibits hereto and incorporated herein by reference.
Except as provided herein, this Amendment No. 1 does not modify any
of the information previously reported in the Statement. This Amendment No.
PAGE 5 of 15 PAGES
1 speaks as of its date and no inference should be drawn that no change has
occurred in the facts set forth herein after the date hereof.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is amended and supplemented as
follows:
The shares of Class A Common Stock to which this Amendment
No. 1 relates were issued pursuant to the terms of the Purchase Agreement.
The consideration for the purchase of such shares was in the form of assets
related to the planned digital direct broadcast satellite television ("DBS")
services of ASkyB. These assets, which were owned by ASkyB, News or MCIT,
included certain real property located in Gilbert, Arizona, facilities,
improvements and equipment thereon, and related contracts for equipment
and maintenance; the Federal Communications Commission ("FCC") authorization
to construct, launch and operate satellites in the DBS service operating over
28 frequency channels at the 110 degrees West Longitude orbital location;
certain FCC earth station authorizations; contracts with respect to the
construction and launch of two satellites; and intellectual property related
to the foregoing.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is amended and supplemented as
follows:
On June 24, 1999, by virtue of the consummation of the
transactions contemplated by the Purchase Agreement, MCIT became the direct
beneficial owner of 1,712,020 shares of Class A Common Stock. MCI WORLDCOM
PAGE 6 of 15 PAGES
may be deemed to be an indirect beneficial owner of such shares. Based upon
the number of shares of Class A Common Stock and Class B Common Stock
reflected as outstanding as of May 7, 1999 in EchoStar's Quarterly Report on
Form 10-Q for the period ended March 31, 1999 and the number of shares issued
to MCIT and News America Incorporated, an affiliate of News, pursuant
to the Purchase Agreement, the shares of EchoStar's securities beneficially
owned by the Reporting Persons represent approximately 7.0% of the Class A
Common Stock (approximately 3.2% assuming the conversion of the Class B
Common Stock into Class A Common Stock) and approximately 0.5% of the
combined voting power of the Class A Common Stock and the Class B Common
Stock. The holders of Class A Common Stock are entitled to one vote for each
share of Class A Common Stock held, and the holders of Class B Common Stock
are entitled to ten votes for each share of the Class B Common Stock held.
Except as described above, no transactions were effected by
the Reporting Persons in the Class A Common Stock during the 60 days
preceeding the date hereof.
PAGE 7 of 15 PAGES
Item 7. Material to be Filed as Exhibits.
1. Purchase Agreement, dated as of November 30, 1998, among MCI
Telecommunications Corporation, American Sky Broadcasting, LLC, The
News Corporation Limited and EchoStar Communications
Corporation.
2. Letter Agreement, dated as of November 30, 1998, among MCI
Telecommunications Corporation, The News Corporation Limited and
Charles Ergen.*
3. Amendment No. 1 to Purchase Agreement, dated June 23, 1999, among MCI
Telecommunications Corporation, American Sky Broadcasting, LLC, The
News Corporation Limited and EchoStar Communications Corporation.
Previously filed.
PAGE 8 of 15 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is
true, complete and correct.
MCI WORLDCOM, INC.
By: /s/ Scott D. Sullivan
________________________________
Name: Scott D. Sullivan
Title: Chief Financial Officer
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ Scott D. Sullivan
________________________________
Name: Scott D. Sullivan
Title: Chief Financial Officer
DATED: July 12, 1999
PAGE 9 of 15 PAGES
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
1. Purchase Agreement, dated as of November 30, 1998,
among MCI Telecommunications Corporation, American
Sky Broadcasting, LLC, The News Corporation Limited
and EchoStar Communications Corporation.
2. Letter Agreement, dated as of November 30, 1998,
among MCI Telecommunications Corporation, The News
Corporation Limited and Charles Ergen.*
3. Amendment No. 1 to Purchase Agreement, dated June
23, 1999, among MCI Telecommunications Corporation,
American Sky Broadcasting, LLC, The News Corporation
Limited and EchoStar Communications Corporation.
PAGE 10 of 15 PAGES
EXHIBIT 3
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment (this "First Amendment") to the Purchase
Agreement (the "Purchase Agreement") dated as of November 30, 1998, by and
among American Sky Broadcasting, LLC, a limited liability company organized
under the laws of the State of Delaware ("ASkyB"), The News Corporation
Limited, a corporation organized under the laws of South Australia ("News
Corporation"), MCI Telecommunications Corporation, a corporation organized
under the laws of the State of Delaware ("MCI"), and EchoStar Communications
Corporation, a corporation organized under the laws of the State of Nevada
("Seller"), is entered into as of June 23, 1999. All capitalized terms not
defined in this First Amendment shall have the meanings ascribed to them in
the Purchase Agreement.
WHEREAS, each of the Transferors and Seller desire to supplement and
amend certain provisions of the Purchase Agreement in order to effect the
intent and understanding of the Parties with respect to the matters set forth
below.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration
the adequacy and receipt of which are hereby acknowledged, the Parties hereby
agree as follows:
1. Closing Date. The Parties hereby agree that, provided that all
conditions to the obligations to the Parties to consummate the
transactions contemplated by the Purchase Agreement have been
satisfied or waived on or prior to such date, the Closing Date
shall be June 24, 1999.
2. Amendments.
(a) Section 1 of the Purchase Agreement is hereby amended as
follows:
(i) by amending the definition of "Collateral Agreements"
to delete therefrom the references to the "Components
License Agreement" and the "Set Top Box Agreement;"
(ii) by deleting the defined term "Components License
Agreement" in its entirety; and
(iii) by deleting the defined term "Set Top Box Agreement"
in its entirety.
PAGE 11 of 15 PAGES
(b) Section 2(c) of the Purchase Agreement is hereby amended by
deleting the reference therein to Section 5(g).
(c) Section 6(a) of the Purchase Agreement is hereby amended by
deleting subsection (ix) thereof in its entirety.
(d) Section 6(b) of the Purchase Agreement is hereby amended by
deleting subsections (ix) and (xi) thereof in their entirety.
(e) Section 5 of the Purchase Agreement is hereby amended by
deleting subsection (g)(i) thereof in its entirety.
(f) Exhibits A and F to the Purchase Agreement are hereby
deleted in their entirety.
3. Additional Representation of the Transferors. Each of ASkyB, News
Corporation and MCI, jointly and severally, represents and warrants to
Seller, that:
(a) As of the date hereof, (i) the aggregate of all remaining
unpaid amounts that are due or scheduled to become due under
the Sony Contract, as in effect as of the date hereof, is
US$15,680,000 (the "Remaining Amount") and (ii) the
Transferors have paid an aggregate of US$33,320,000
pursuant to the Sony Contract.
(b) As of the date hereof, a binder (the "Binder") is in place
for Seller's Launch insurance covering Sky I and Sky II.
(c) Except for any Intellectual Property being transferred to
Seller pursuant to the Assigned Contracts, there is no other
Intellectual Property in which any Transferor has any right,
title or interest which is required to be transferred to
Seller pursuant to Section 2(b)(vi) of the Purchase
Agreement.
4. Additional Agreements of the Parties.
(a) The Parties hereto agree that, provided the Closing occurs on
June 24, 1999, then for purposes of calculating the Current
Market Price per share of Class A Common Stock pursuant to
Section 2(a)(ii) of the Purchase Agreement and pursuant to
Section 4(b) of this First Amendment, the Current Market
Price shall be the average of (i) the Current Market Price
determined by using the 20-day trading period commencing on
May 25, 1999 and ending on June 22, 1999 and (ii) the Current
Market Price determined by using the 20-day trading period
commencing on May 26, 1999 and ending on June 23, 1999.
PAGE 12 of 15 PAGES
(b) The Parties further agree that the number of shares of
Class A Common Stock issuable pursuant to Section 2(a)
of the Purchase Agreement shall be reduced by the number
of shares of Class A Common Stock having a total market
value (based on Current Market Price) equal to the sum
of US$45,680,000 (the "Offsetting Amount"). In the event
that for any reason the Closing does not occur on June 24,
1999, then the Offsetting Amount shall be reduced dollar
for dollar to the extent that the Transferors make any
scheduled payments in respect of the Remaining Amount due
under the Sony Contract (as in effect on the date hereof)
during the period from June 24, 1999 to the Closing Date;
provided that (i) such scheduled payment by the Transferors
was made after consultation with, and after having
obtained the prior written consent of, Seller (such consent
not to be unreasonably withheld, conditioned or delayed)
and (ii) the aggregate reduction in the Offsetting Amount
shall not exceed the Remaining Amount. The aggregate
number of shares issuable to each of the ASkyB Buyer and
the MCI Buyer shall be reduced on a pro rata basis.
(c) The Transferors acknowledge receipt of Seller's letter,
dated June 3, 1999, notifying the Transferors that Seller
is designating certain Gilbert Contracts as Excluded
Contracts pursuant to Section 5(c)(iii) of the Purchase
Agreement and the Transferors hereby waive the 30-day notice
requirement set forth in such Section 5(c)(iii) with
respect to the Gilbert Contracts identified in such letter.
(d) The Transferors acknowledge and agree that Seller will
continue to negotiate the terms of Seller's Launch Insurance
and that the Transferors will pay the premiums for such
Seller's Launch Insurance, in an amount not to exceed the
premiums set forth in the Binder, as and when such premiums
become due and in any event no later than 30 days before the
scheduled launch date of Sky I or Sky II, as applicable.
(e) In the event that the Transferors are unable to procure the
necessary consents to assignment of the Sony Contract, then,
in consideration for Seller receiving all of the benefits
under the Sony Contract and having the right to direct all
actions to be taken in connection with the Sony Contract as
provided in Section 5(g)(ii) of the Purchase Agreement,
Seller agrees to assume the obligations and liabilities of
AskyB under the Sony Contract; provided that the assumption
by Seller of such obligations and liabilities shall not
constitute a waiver by Seller of its right to
indemnification by the Transferors pursuant to Section 7 of
the Purchase Agreement for any breach by the Transferors of
any representation or warranty set forth in the Purchase
Agreement. If the Transferors have not assigned the Sony
Contract pursuant to the Purchase Agreement, then from and
after the Closing Date the Transferors shall, at any time
and from time to time, take any and all actions that Seller
may reasonably request the Transferors to take in connection
with the Sony Contract.
PAGE 13 of 15 PAGES
5. Remedies for Breach of this First Amendment. The Parties agree that
the provisions set forth in Section 7 of the Purchase Agreement are
hereby incorporated herein by reference in their entirety and shall
apply with equal force and effect to all covenants, agreements,
representations and warranties contained in this First Amendment.
6. Effectiveness of Purchase Agreement. Except as set forth in this
First Amendment, the Purchase Agreement shall remain in full force
and effect.
7. Governing Law. This First Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
8. Counterparts This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
PAGE 14 of 15 PAGES
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment as
of the date first above written.
AMERICAN SKY BROADCASTING, LLC
By: /s/ Lawrence A. Jacobs
-----------------------------------
Name: Lawrence A. Jacobs
Title: Senior Vice President
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
-----------------------------------
Name: Arthur M. Siskind
Title: Director
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ Michael H. Salsbury
-----------------------------------
Name: Michael H. Salsbury
Title: General Counsel
ECHOSTAR COMMUNICATIONS CORPORATION
By: /s/ David Moskowitz
-----------------------------------
Name: David Moskowitz
Title: Senior Vice President and
General Counsel
PAGE 15 of 15 PAGES