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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ECHOSTAR COMMUNICATIONS CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
278762109
(CUSIP Number)
David K. Moskowitz
Executive Vice President, General Counsel and Corporate Secretary
EchoStar Communications Corporation
9601 S. Meridian Blvd.
Englewood, Colorado 80112
(303) 723-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 2005
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. 278762109 |
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1. |
Name of Reporting Person: David K. Moskowitz |
I.R.S. Identification Nos. of above persons (entities only):
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: U.S.A. |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 50,571,184 VOTING SHARES (1) 242,176 SIXTY DAY SHARES (2) |
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8. | Shared Voting Power:
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9. | Sole Dispositive Power: 50,571,184 VOTING SHARES (1) 242,176 SIXTY DAY SHARES (2) |
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10. | Shared Dispositive Power:
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 50,813,360 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): Approximately 19.5% (3) |
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14. | Type of Reporting Person (See Instructions): IN |
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(1) Voting Shares include all shares of Class A Common Stock (Class A Common Stock) and
Class B Common Stock (Class B Common Stock) of EchoStar Communications Corporation (EchoStar)
of which Mr. Moskowitz is the beneficial owner. The shares of
Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time. The Voting Shares
represent (i) 509,970 shares of Class A Common Stock owned beneficially directly by Mr. Moskowitz,
(ii) 17,453 shares of Class A Common Stock owned
beneficially indirectly by Mr. Moskowitz in
EchoStars 401(k) Employee Savings Plan; (iii) 1,265 shares
of Class A Common Stock owned beneficially indirectly by Mr. Moskowitz in EchoStars Employee Stock Purchase Plan, (iv) 1,328 shares of
Class A Common Stock owned beneficially by Mr. Moskowitz as custodian for his minor children, (v)
8,184 shares of Class A Common Stock owned beneficially as trustee for Mr. Charles W. Ergens
children, (vi) 32,984 shares of Class A Common Stock owned beneficially by a charitable foundation
for which Mr. Moskowitz is a member of the Board of Directors, and (vii) 50,000,000 shares of Class
B Common Stock owned beneficially by Mr. Moskowitz solely by
virtue of his position as a trustee (with sole voting and dispositive
power) of:
1) Ergen Five-Year GRAT dated November 9, 2005, 2) Ergen Four-Year GRAT dated November 9, 2005,
3) Ergen Three-Year GRAT dated November 9, 2005, and 4) Ergen Two-Year GRAT dated November 9,
2005.
(2) Sixty Day Shares are shares of Class A Common Stock deemed to be beneficially owned under
Rule 13d-3(d)(1) because Mr. Moskowitz has the right to acquire beneficial ownership of such shares
within 60 days of the date hereof. Upon acquisition by the Mr. Moskowitz, these shares will become
Voting Shares.
(3) Based on 210,275,545 shares of Class A Common Stock outstanding and assuming conversion of
the shares of Class B Common Stock held by the Reporting Person into Class A Common Stock.
Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common
Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A
Common Stock, the percentage of the Class A Common Stock that the Reporting Person may be
deemed to own beneficially would be approximately 11.3%. Because each share of Class B Common
Stock is entitled to 10 votes per share, the Reporting Person owns beneficially equity
securities of the Company representing approximately 19.3% of the voting power of the Company
(assuming no conversion of the Class B Common Stock).
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CUSIP No. 278762109 |
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1. |
Name of Reporting Person: Ergen Two-Year GRAT dated November 9, 2005 |
I.R.S. Identification Nos. of above persons (entities only):
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: U.S.A. |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 12,500,000 Shares (1) |
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8. | Shared Voting Power:
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9. | Sole Dispositive Power: 12,500,000 Shares (1) |
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10. | Shared Dispositive Power:
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 12,500,000 Shares (1) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): Approximately 5.6% (2) |
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14. | Type of Reporting Person (See Instructions): OO |
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(1) |
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All of the shares beneficially held by Ergen Two-Year GRAT dated November 9, 2005
are shares of Class B Common Stock. The shares of Class B
Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any
time. |
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(2) |
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Based on 210,275,545 shares of Class A Common Stock outstanding and assuming
conversion of the shares of Class B Common Stock held by the Reporting Person into Class A
Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock
into Class A Common Stock, the percentage of the Class A Common Stock that the Reporting
Person may be deemed to own beneficially would be approximately 2.8%. Because each share of
Class B Common Stock is entitled to 10 votes per share, the Reporting Person may be deemed to
own beneficially equity securities of the Company representing approximately 4.8% of the
voting power of the Company (assuming no conversion of the Class B Common Stock). |
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CUSIP No. 278762109 |
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1. |
Name of Reporting Person: Ergen Three-Year GRAT dated November 9, 2005 |
I.R.S. Identification Nos. of above persons (entities only):
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: U.S.A. |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 12,500,000 Shares (1) |
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8. | Shared Voting Power:
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9. | Sole Dispositive Power: 12,500,000 Shares (1) |
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10. | Shared Dispositive Power:
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 12,500,000 Shares (1) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): Approximately 5.6% (2) |
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14. | Type of Reporting Person (See Instructions): OO |
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(1) |
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All of the shares beneficially held by Ergen Three-Year GRAT dated November 9, 2005
are shares of Class B Common Stock. The shares of Class B
Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any
time. |
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(2) |
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Based on 210,275,545 shares of Class A Common Stock outstanding and assuming
conversion of the shares of Class B Common Stock held by the Reporting Person into Class A
Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock
into Class A Common Stock, the percentage of the Class A Common Stock that the Reporting
Person may be deemed to own beneficially would be approximately 2.8%. Because each share of
Class B Common Stock is entitled to 10 votes per share, the Reporting Person may be deemed to
own beneficially equity securities of the Company representing approximately 4.8% of the
voting power of the Company (assuming no conversion of the Class B Common Stock). |
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CUSIP No. 278762109 |
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1. |
Name of Reporting Person: Ergen Four-Year GRAT dated November 9, 2005 |
I.R.S. Identification Nos. of above persons (entities only):
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: U.S.A. |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 12,500,000 Shares |
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8. | Shared Voting Power:
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9. | Sole Dispositive Power: 12,500,000 Shares |
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10. | Shared Dispositive Power:
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 12,500,000 Shares |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): Approximately 5.6% (2) |
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14. | Type of Reporting Person (See Instructions): OO |
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(1) |
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All of the shares beneficially held by Ergen Four-Year GRAT dated November 9, 2005
are shares of Class B Common Stock. The shares of Class B
Common Stock are convertible into shares of Class A Common Stock on a one-for-one
basis at any time. |
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(2) |
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Based on 210,275,545 shares of Class A Common Stock outstanding and assuming
conversion of the shares of Class B Common Stock held by the Reporting Person into Class A
Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock
into Class A Common Stock, the percentage of the Class A Common Stock that the Reporting
Person may be deemed to own beneficially would be approximately 2.8%. Because each share of
Class B Common Stock is entitled to 10 votes per share, the Reporting Person may be deemed to
own beneficially equity securities of the Company representing approximately 4.8% of the
voting power of the Company (assuming no conversion of the Class B Common Stock). |
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CUSIP No. 278762109 |
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1. |
Name of Reporting Person: Ergen Five-Year GRAT dated November 9, 2005 |
I.R.S. Identification Nos. of above persons (entities only):
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: U.S.A. |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 12,500,000 Shares |
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8. | Shared Voting Power:
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9. | Sole Dispositive Power: 12,500,000 Shares |
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10. | Shared Dispositive Power:
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 12,500,000 Shares |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): Approximately 5.6% (2) |
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14. | Type of Reporting Person (See Instructions): OO |
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(1) All of the shares beneficially held by Ergen Five-Year GRAT dated November 9, 2005
are shares of Class B Common Stock. The shares of Class B
Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any
time.
(2) Based on 210,275,545 shares of Class A Common Stock outstanding and assuming
conversion of the shares of Class B Common Stock held by the Reporting Person into Class A
Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock
into Class A Common Stock, the percentage of the Class A Common Stock that the Reporting
Person may be deemed to own beneficially would be approximately 2.8%. Because each share of
Class B Common Stock is entitled to 10 votes per share, the Reporting Person may be deemed to
own beneficially equity securities of the Company representing approximately 4.8% of the
voting power of the Company (assuming no conversion of the Class B Common Stock).
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ITEM 1. |
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Security and Issuer. |
This Schedule 13D relates to shares of Class A Common Stock, $0.01 par value per share (Class A
Common Stock) of EchoStar Communications Corporation, a Nevada corporation formed in April 1995
(EchoStar). The principal executive offices of EchoStar are located at 9601 S. Meridian Blvd.,
Englewood, Colorado 80112.
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ITEM 2. |
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Identity and Background. |
This statement is being filed jointly by: (a) David K. Moskowitz; (b) Ergen Two-Year GRAT dated
November 9, 2005 (GRAT #1); (c) Ergen Three-Year GRAT dated November 9, 2005 (GRAT #2); (d)
Ergen Four-Year GRAT dated November 9, 2005 (GRAT #3); and (e) Ergen Five-Year GRAT dated
November 9, 2005 (GRAT #4, and together with GRAT #1, GRAT #2 and GRAT #3, the GRATs), who are
together referred to as the Reporting Persons. This Schedule 13D relates solely to, and is being
filed for, shares held by Mr. Moskowitz, and shares transferred
by Mr. Ergen to GRAT #1, GRAT #2, GRAT #3 and GRAT #4.
Mr. Moskowitzs principal occupation is Executive Vice President, General Counsel and Corporate
Secretary of EchoStar, and his principal address is 9601 S. Meridian Blvd., Englewood, Colorado
80112. Mr. Moskowitz has not, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding been subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws. Mr. Moskowitz is a citizen of the United States.
GRAT #1 was formed under the laws of the State of Colorado and its principal business is
to hold a portion of the assets and estate of Mr. Charles W. Ergen, the Chairman and Chief
Executive Officer of EchoStar. Its address is c/o Mr. Moskowitz,
as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado
80112. GRAT #1 has not, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding been subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws. As trustee of GRAT #1, Mr. Moskowitz is vested with sole
voting and investment power with respect to such shares.
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GRAT #2 was formed under the laws of the State of Colorado and its principal business is
to hold a portion of the assets and estate of Mr. Ergen, the Chairman and Chief Executive Officer
of EchoStar. Its address is c/o Mr. Moskowitz, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. GRAT
#2 has not, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any violation with
respect to such laws. As trustee of GRAT #2, Mr. Moskowitz is vested with sole voting and
investment power with respect to such shares.
GRAT #3 was formed under the laws of the State of Colorado and its principal business is
to hold a portion of the assets and estate of Mr. Ergen, the Chairman and Chief Executive Officer
of EchoStar. Its address is c/o Mr. Moskowitz, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. GRAT
#3 has not, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any violation with
respect to such laws. As trustee of GRAT #3, Mr. Moskowitz is vested with sole voting and
investment power with respect to such shares.
GRAT #4 was formed under the laws of the State of Colorado and its principal business is to hold a
portion of the assets and estate of Mr. Ergen, the Chairman and Chief Executive Officer of
EchoStar. Its address is c/o Mr. Moskowitz, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. GRAT #4
has not, during the last five years, (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding been
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any violation with
respect to such laws. As trustee of GRAT #4, Mr. Moskowitz is vested with sole voting and
investment power with respect to such shares.
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ITEM 3. |
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Source and Amount of Funds and Other Consideration. |
Each of the GRATs acquired beneficial ownership of 12,500,000 shares of Class B Common Stock of
EchoStar (the Class B Common Stock) when Mr. Ergen gifted such shares of Class B Common Stock to
each such GRAT on November 9, 2005. Shares of Class B Common Stock may be exchanged for shares of
Class A Common Stock on a one-for-one basis at any time.
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Mr. Moskowitz
has acquired and, with respect to (ii), expects in the future to acquire shares of Class A Common Stock of EchoStar
in the following manners: (i) certain shares of Class A Common Stock of EchoStar were acquired in
exchange for shares of common stock of Dish, Ltd. (ECC) pursuant to an Amended and Restated
Agreement for Exchange of Stock and Merger dated May 31, 1995, by and among EchoStar, ECC and Mr.
Ergen; and (ii) pursuant to EchoStars employee compensation, benefit or similar plans.
The Reporting Persons may from time to time acquire shares of Class A Common Stock for investment
purposes. Such Class A Common Stock may be acquired with personal funds of or funds borrowed by the
Reporting Persons.
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ITEM 4. |
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Purpose of Transaction. |
The Reporting Persons own shares beneficially held by them for general investment purposes.
As described in Item 3 above, Mr. Ergen gifted 12,500,000 shares of Class B Common Stock to each of
the GRATs on November 9, 2005. Mr. Ergen established the GRATs for estate planning purposes.
Under the trust agreements establishing each of the GRATs, Mr. Moskowitz, as trustee of each of the
GRATs, has sole voting and investment power over the 50,000,000 shares of Class B Common Stock held
by the GRATs. Mr. Ergen receives an annuity amount from each of the GRATs under the trust
agreements governing the GRATs. Members of Mr. Ergens
family are the beneficiaries of the GRATs. GRAT #1
will expire two years from the date of transfer of the shares of Class B Common Stock to GRAT #1.
GRAT #2 will expire three years from the date of transfer of the shares of Class B Common Stock to
GRAT #2. GRAT #3 will expire four years from the date of transfer of the shares of Class B Common
Stock to GRAT #3. GRAT #4 will expire five years from the date of transfer of the shares of Class
B Common Stock to GRAT #4.
As Executive Vice President, General Counsel and Corporate Secretary of EchoStar, Mr. Moskowitz
regularly explores potential actions and transactions that may be advantageous to EchoStar,
including, but not limited to, possible mergers, acquisitions, reorganizations or other material
changes in the business, corporate structure, board of directors, management, dividend policy,
governing instruments, capitalization, securities or regulatory or reporting obligations of
EchoStar.
Except as noted in public filings by EchoStar, Mr. Moskowitz is not aware of any plans or proposals
which it may have which relate to or would result in:
(a) the acquisition by any person of additional securities of EchoStar, or the disposition of
securities of EchoStar;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of
securities of EchoStar or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of EchoStar or any of its subsidiaries;
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(d) any change in the present board of directors or management of EchoStar, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board;
(e) any material change in the present capitalization or dividend policy of EchoStar;
(f) any material change in EchoStars business or corporate structure;
(g) changes in EchoStars charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of EchoStar by any person;
(h) causing a class of securities of EchoStar to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of EchoStar becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of the foregoing.
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ITEM 5. |
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Interest in Securities of the Issuer. |
(a) and (b). This filing is for the cumulative share holdings of an affiliated group as of the
close of business on November 21, 2005. The Reporting Persons named in this Schedule 13D
directly or indirectly collectively owned, as of such date, 571,184 outstanding shares of Class A
Common Stock and 50,000,000 outstanding shares of Class B Common Stock of EchoStar. As of November
21, 2004, there are 242,176 options exercisable by members of the affiliated group within 60 days.
There is no formal agreement to vote or dispose of the shares of EchoStar in a particular manner.
The dispositive and voting power of the shares held by each of the GRATs and Mr. Moskowitz is made
independent of each other, except to the extent that Mr. Moskowitz is a trustee of each of the
GRATs and in that respect is able to control the disposition and voting of the shares of Class B
Common Stock owned by each such GRAT.
(c) The Reporting Persons have not effected any transactions in the Class A Common Stock of
EchoStar in the last sixty days other than as described herein and
Mr. Moskowitzs purchase of less than 300 shares of
Class A Common Stock on September 30, 2005, through the
EchoStar Employee Stock Purchase Plan.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Neither Mr. Moskowitz nor any of the GRATs are party to any contracts, arrangements, understandings
or relationships, including, but not limited to, transfer or voting of any of the
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securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies nor are any of the
securities pledged or otherwise subject to a contingency the occurrence of which would give another
person voting power or investment power over such securities.
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Item 7. |
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Material to be Filed as Exhibits |
Exhibit A: Agreement of Joint Filing
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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.
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DAVID K. MOSKOWITZ
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz |
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GRAT #1
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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GRAT #2
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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GRAT #3
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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GRAT #4
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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Attention: Intentional misstatements or omissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)
17 of 17
EXHIBIT INDEX
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Exhibit A:
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Agreement of Joint Filing |
EXHIBIT A
Agreement of Joint Filing
Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agree that the statement on Schedule 13D to which this Exhibit is attached is filed on
behalf of each of them in the capacities set forth below.
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DAVID K. MOSKOWITZ
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz |
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GRAT #1
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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GRAT #2
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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GRAT #3
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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GRAT #4
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Dated: November 21, 2005 |
/s/ David K. Moskowitz
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David K. Moskowitz, Trustee |
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