-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AdlshRPdqpmbL6F2yC3qRzPACj6SdZyajlFz8OklYAyncy2+C8oA7JKlEGTqsSLX KYxIhxP5XXp3o0MITS+Cug== 0000898430-98-001688.txt : 19980504 0000898430-98-001688.hdr.sgml : 19980504 ACCESSION NUMBER: 0000898430-98-001688 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980501 SROS: NASD GROUP MEMBERS: GENERAL MOTORS CORP GROUP MEMBERS: HUGHES COMMUNICATIONS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANAMSAT CORP /NEW/ CENTRAL INDEX KEY: 0001037388 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 954607698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51009 FILM NUMBER: 98608497 BUSINESS ADDRESS: STREET 1: P O BOX PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036226664 MAIL ADDRESS: STREET 1: ONE PICKWICK PLAZA STREET 2: C/O PAN AM SAT CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN INTERNATIONAL INC DATE OF NAME CHANGE: 19970408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 RENAISSANCE CTR STREET 2: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48243-7301 BUSINESS PHONE: 3135565000 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 PANAMSAT CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 697933-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) Scott B. Tollefsen, Esq. Senior Vice President, General Counsel and Secretary Hughes Communications, Inc. 1500 Hughes Way Long Beach, California 90810 (310) 525-5150 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]. (Continued on the following page) Page 1 of 12 Pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 697933-10-9 PAGE 2 OF 12 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 GENERAL MOTORS CORPORATION TAX I.D. NO. 38-0572515 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 120,812,175 SHARES SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 120,812,175 SHARES PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 120,812,175 SHARES - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 81.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 697933-10-9 PAGE 3 OF 12 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 HUGHES COMMUNICATIONS, INC. TAX I.D. NO. 95-3884435 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 CALIFORNIA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 120,812,175 SHARES SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 120,812,175 SHARES PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 120,812,175 SHARES - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 81.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ Page 4 of 12 ITEM 1. SECURITY AND ISSUER. ------------------- This statement relates to shares of common stock, par value $.01 per share (the "Common Stock"), of PanAmSat Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at One Pickwick Plaza, Greenwich, Connecticut 06830. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- (a) This statement is being filed jointly by General Motors Corporation, a Delaware corporation ("GM"), and Hughes Communications, Inc., a California corporation and an indirect, wholly owned subsidiary of GM ("HCI," and together with GM, the "Reporting Persons"). The Reporting Persons are filing this statement jointly pursuant to a Joint Filing Agreement attached hereto as Exhibit 1. (b) The address of GM's principal office is 100 Renaissance Center, Detroit, MI 48265-1000. The address of HCI's principal office is 1500 Hughes Way, Long Beach, California 90810. The names, business addresses and principal businesses of each of the directors and executive officers of each of GM and HCI are set forth on Schedule I hereto and incorporated by reference herein. (c) The principal business of GM is manufacturing cars and trucks; subsidiaries of GM also engage in significant nonautomotive operations. The principal business of HCI is the development of satellite-based communications businesses. (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the best knowledge of the Reporting Persons, each of the executive officers and directors of the Reporting Persons is a United States citizen other than Percy Barnevik, a director of GM, who is a citizen of Sweden; and Eckhard Pfeiffer, a director of GM, who is a citizen of Germany. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- On April 30, 1998, HCI purchased 11,239,594 shares of Common Stock, representing approximately 7.5% of the total shares of Common Stock (based on 149,150,834 shares outstanding on April 21, 1998), from Satellite Company, LLC, a Nevada limited liability company ("S Company") and a wholly-owned indirect subsidiary of Grupo Televisa, S.A., a corporation (Sociedad Anonima) organized under the laws of Mexico ("Televisa"), in exchange for aggregate cash consideration of $674,375,640.00 (the "Televisa Purchase Price"). ----------------------- Page 5 of 12 On May 1, 1998, HCI purchased an aggregate of 2,949,774 shares of Common Stock, representing approximately 2% of the total shares of Common Stock outstanding from the following individuals and entities in the amounts indicated, in exchange for aggregate cash consideration of $176,986,440 (such individuals and entities are collectively referred to as the "Other PAS Stockholders"):
STOCKHOLDER NO. OF SHARES PURCHASE PRICE Mary Anselmo 137,822 $ 8,269,320 Article VII Trust Created Under Rene Anselmo Revocable Trust 2,110,708 126,642,480 Chloe Landman Trust 6,891 413,460 Frederick A. Landman Trust 154,738 9,284,280 Fred Landman 407,445 24,446,700 Pier Landman 39,376 2,362,560 Rayce Anselmo Trust 55,129 3,307,740 Rissa Landman Trust 6,891 413,460 Lourdes Saralegui 30,774 1,846,440
Mr. Landman and Ms. Saralegui are President/Chief Executive Officer and Executive Vice President of the Company, respectively. The funds required to pay the cash consideration to S Company and the Other PAS Stockholders were contributed to HCI by its parent, Hughes Electronics Corporation, a Delaware corporation ("HEC"), from HEC's cash on hand. Certain of the shares of Common Stock purchased by HCI from S Company were released from a collateral trust account created in May 1997, and $150,000,000 of the Purchase Price was deposited into such account as substitute collateral. As a result of its purchase of shares from S Company and the Other PAS Stockholders, HCI and its subsidiaries will own approximately 81.0% of the outstanding shares of Common Stock. HCI acquired such shares in order to increase its ownership of the Company to more than 80%, which will allow GM to include PanAmSat's results of operations in GM's consolidated tax return. HCI and its affiliates remain subject to certain contractual provisions which prohibit HCI and its affiliates, for a period of five years from May 16, 1997, from acquiring more than eighty-one percent (81%) of the outstanding equity securities of the Company unless certain conditions are satisfied (the "Standstill Restriction"). The Reporting Persons have no present intention of acquiring more than eighty-one percent (81%) of the outstanding equity securities of the Company. 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. However, subject to the Standstill Restriction, the Reporting Persons will continue to review the business of the Company and, depending upon one or more of the factors referred to above, may in the future propose that the Company take one or more of such actions. Page 6 of 12 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ (a) HCI and its subsidiaries are the direct record owners of 120,812,175 shares of the Common Stock, which constitute approximately 81.0% of the 149,150,834 outstanding shares of the Common Stock as of April 21, 1998. As of April 30, 1998, certain executive officers and directors of Reporting Persons owned an aggregate of approximately 6,400 shares of Common Stock. The Reporting Persons disclaim any beneficial interest in such shares. (b) GM, acting through its wholly owned subsidiaries HEC, Hughes Telecommunications and Space Company, a Delaware corporation, and HCI, indirectly has sole power to vote or direct the vote, and to dispose or to direct the disposition of the shares of the Common Stock beneficially owned by GM. As a result, GM may be deemed to beneficially own the shares of the Common Stock directly owned by HCI and its subsidiaries. (c) Except as described in Item 4 above, there have not been any transactions in the Common Stock effected by or for the account of any of the Reporting Persons or any executive officer or director of any of the Reporting Persons during the past 60 days. (d) Except as stated in this Item 5, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------------------------ See Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Exhibit 1. Joint Filing Agreement, dated as of May 1, 1998. Exhibit 2. Stock Purchase Agreement, dated as of April 30, 1998, by and among Hughes Communications, Inc., Grupo Televisa, S.A. and Satellite Company, LLC. Exhibit 3. First Amendment to Amended and Restated Collateral Trust Agreement, dated as of April 30, 1998, by and among PanAmSat Corporation, Hughes Communications, Inc. Satellite Company, LLC, Grupo Televisa, S.A. and IBJ Schroder Bank & Trust Company. Exhibit 4. Stock Purchase Agreement, dated as of May 1, 1998, by and among Hughes Communications, Inc. and the stockholders of PamAmSat Corporation signatory thereto. Page 7 of 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 1, 1998 GENERAL MOTORS CORPORATION By: /s/ Martin I. Darvick --------------------------------- Name: Martin I. Darvick Title: Assistant Secretary Dated: May 1, 1998 HUGHES COMMUNICATIONS, INC. By: /s/ Patrick T. Doyle --------------------------------- Name: Patrick T. Doyle Title: Senior Vice President Page 8 of 12 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF 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 Corporation is set forth below.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS ADDRESS MOTORS CORPORATION CORPORATION - ----------------- --------------------- ------------------------- John F. Smith, Jr. Chairman of the Board, Chief General Motors Corporation Executive Officer, President and 100 Renaissance Center Director Detroit, MI 48243 Harry J. Pearce Vice Chairman and Director General Motors Corporation 100 Renaissance Center Detroit, MI 48243 Anne L. Armstrong Director Chairman of the Board of Trustees P.O. Box 1358 Center for Strategic and International Kingsville, Texas 78364 Studies Percy Barnevik Director Chairman ABB Asea Brown Boveri Ltd. ABB Asea Brown Boveri, Ltd. Affolternstrasse 44 Box 8131 CH-8050 Zurich Switzerland John H. Bryan Director Chairman and Chief Executive Officer Sara Lee Corporation Sara Lee Corporation Three First National Plaza 46th Floor Chicago, IL 60602 Thomas E. Everhart Director Pro-Vice-Chancellor University of Cambridge University of Cambridge The Old Schools Trinity Lane Cambridge CB2-1TN England
Page 9 of 12
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS ADDRESS MOTORS CORPORATION CORPORATION - ----------------- --------------------- ------------------------- Charles T. Fisher III Director Retired Chairman and President 100 Renaissance Center NBD Bankcorp. Inc. Suite 3520 Detroit, MI 48243 George M.C. Fisher Director Chairman and Chief Executive Officer Eastman Kodak Company Eastman Kodak Company 343 State Street Rochester, NY 14650 Karen Katen Director Executive Vice President, Pfizer Pharmaceuticals Group Pfizer Pharmaceuticals; Pfizer Inc. President, U.S. Pharmaceuticals 235 East 42nd Street New York, NY 10017-5755 J. Willard Marriott, Jr. Director Chairman and Chief Executive Officer Marriott International Inc. Marriott International, Inc. One Marriott Drive Washington, DC 20058 Ann D. McLaughlin Director Chairman The Aspen Institute The Aspen Institute; 1333 New Hampshire Ave., N.W. President, Suite 1070 Federal City Council Washington, DC 20036 Eckhard Pfeiffer Director President and Chief Executive Officer Compaq Computer Corporation Compaq Computer Corporation 20555 S.H. 249 Houston, TX 77070-2000 John G. Smale Director Chairman, The Procter & Gamble Company GM Executive Committee; P.O. Box 599 Retired Chairman, Cincinnati, Ohio 45201-0599 The Procter & Gamble Company Louis W. Sullivan, M.D. Director President Morehouse School of Medicine Morehouse School of Medicine 720 Westview Drive S.W. Atlanta, GA 30310-1495 Dennis Weatherstone Director Retired Chairman and current director, J.P. Morgan & Co. Inc. J.P. Morgan & Co. Inc. 60 Wall Street, 21st Floor New York, NY 10260
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PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH GENERAL OFFICER OF GENERAL MOTORS ADDRESS MOTORS CORPORATION CORPORATION - ----------------- --------------------- ------------------------- Thomas H. Wyman Director Former Chairman, President and Chief The Landings Executive Officer 1 Adams Point CBS, Inc.; Savannah, GA 31411 Former Senior Advisor, SBC Warburg Inc.; Former Chairman, S.G. Warburg & Co. J.T. Battenberg III Executive Vice President and General Motors Corporation President of Delphi Automotive 5725 Delphi Drive Systems Troy, MI 48098-2815 Louis R. Hughes Executive Vice President and General Motors International President of International Operations Operations Postfach CH-8152 Glattbrugg Switzerland J. Michael Losh Executive Vice President and General Motors Corporation Chief Financial Officer 100 Renaissance Center Detroit, MI 48243 G. Richard Wagoner Executive Vice President and General Motors Corporation President of North American 30400 Mound Road Operations Warren, MI 48090-9015
Page 11 of 12 DIRECTORS AND EXECUTIVE OFFICERS OF HUGHES COMMUNICATIONS, 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 Hughes Communications, Inc.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH HUGHES OFFICER OF HUGHES ADDRESS COMMUNICATIONS, INC. COMMUNICATIONS, INC. - ----------------- -------------------- ------------------------ Charles H. Noski Director President of Hughes Electronics Hughes Electronics Corporation Corporation 200 North Sepulveda Blvd. El Segundo, CA 90245 Frank A. Taormina President Hughes Communications, Inc. 1500 Hughes Way Long Beach, CA 90810-9928 Patrick T. Doyle Senior Vice President Vice President of Hughes Electronics Hughes Electronics Corporation Corporation 200 North Sepulveda Blvd. El Segundo, CA 90245 Michael J. Gaines Senior Vice President Controller of Hughes Electronics Hughes Electronics Corporation Corporation 200 North Sepulveda Blvd. El Segundo, CA 90245 Scott B. Tollefsen Senior Vice President, General Hughes Communications, Inc. Counsel and Secretary 1500 Hughes Way Long Beach, CA 90810-9928 Grant J. Beatson Chief Financial Officer Vice President of Hughes Hughes Electronics Corporation Telecommunications & Space Company 200 North Sepulveda Blvd. El Segundo, CA 90245
Page 12 of 12 EXHIBIT INDEX ------------- Exhibit 1. Joint Filing Agreement, dated as of April 30, 1998. Exhibit 2. Stock Purchase Agreement, dated as of April 30, 1998, by and among Hughes Communications, Inc., Grupo Televisa, S.A. and Satellite Company, LLC. Exhibit 3. First Amendment to Amended and Restated Collateral Trust Agreement, dated as of April 30, 1998, by and among PanAmSat Corporation, Hughes Communications, Inc., Satellite Company, LLC, Grupo Televisa, S.A. and IBJ Schroder Bank & Trust Company. Exhibit 4. Stock Purchase Agreement, dated as of May 1, 1998, by and among Hughes Communications, Inc., and the stockholders of PamAmSat Corporation signatory thereto. EX-99.1 2 JOINT FILING AGREEMENT DATED 5/1/1998 EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies. (Signature Page Follows) Date: May 1, 1998 GENERAL MOTORS CORPORATION By: /s/ Martin I. Darvick -------------------------------- Name: Martin I. Darvick Title: Assistant Secretary Date: May 1, 1998 HUGHES COMMUNICATIONS, INC. By: /s/ Patrick T. Doyle -------------------------------- Name: Patrick T. Doyle Title: Senior Vice President EX-99.2 3 STOCK PURCHASE AGREEMENT DATED 4/30/1998 EXHIBIT 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement, dated as of April 30, 1998 (this "Agreement"), is made and entered into by Hughes Communications, Inc., a - ---------- California corporation ("HCI"), Grupo Televisa, S.A., a corporation (Sociedad --- Anonima) organized under the laws of Mexico ("Televisa"), and Satellite Company, -------- LLC, a Nevada limited liability company and a wholly-owned subsidiary of Televisa ("S Company"). --------- WHEREAS, on May 16, 1997, HCI and certain of its subsidiaries, S 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 S Company 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"), representing ------- approximately 71.5% and 7.5%, respectively, of the total shares of Common Stock currently outstanding. WHEREAS, Televisa and S Company have advised HCI that S Company desires to sell all its 11,239,594 shares of Common Stock (the "Shares") for the ------ consideration and on the terms set forth in this Agreement. WHEREAS, the Shares to be purchased by HCI include 5,000,000 Shares (the "Pledged Shares") currently held in trust pursuant to that certain Amended -------------- and Restated Collateral Trust Agreement, dated as of June 13, 1997, by and among the Company, HCI, S Company, Televisa and IBJ Schroder Bank & Trust Company (the "Trust Agreement"), which agreement is being amended (the "Trust Agreement --------------- --------------- Amendment") concurrently herewith to allow the release of the Pledged Shares. - --------- WHEREAS, concurrently with the execution and delivery of this Agreement, and as a material inducement to Hughes Electronics Corporation ("HEC"), the sole stockholder of HCI, to cause HCI to enter into this Agreement, --- Televisa is delivering a Certificate containing certain representations and obligations of Televisa. WHEREAS, HCI desires to purchase all the Shares for the consideration and on the terms set forth in this Agreement. NOW, THEREFORE, the parties intending to be legally bound, agree as follows: 1. Purchase of Shares. ------------------ HCI hereby agrees to purchase from S Company, and S Company hereby agrees to sell, assign and transfer to HCI, all of S Company's interest in and to the Shares. As soon as practicable following execution of this Agreement (but in no event later than 12:00 p.m., New York time, on Friday, May 1, 1998), HCI shall pay to S Company $674,375,640.00 (representing the number of Shares multiplied by Sixty Dollars ($60.00)) (the "Purchase Price"), of which -------------- $524,375,640 shall be wire transferred in immediately available funds to an account designated by S Company and $150,000,000.00 shall be wire transferred in immediately available funds on behalf of S Company to an account designated by the Trustee under the Trust Agreement as substitute collateral for the Pledged Shares (the "Substitute Cash Collateral"). Immediately upon confirmation of S -------------------------- Company's receipt of $524,375,640, S Company shall deliver to a designated representative of HCI all certificates representing the Shares, other than the Pledged Shares, along with such other documentation reasonably satisfactory to HCI evidencing the transfer of such Shares. Pursuant to the terms of the Trust Agreement Amendment, the trustee under the Trust Agreement shall, immediately upon receipt of the Substitute Cash Collateral, deliver to a designated representative of HCI the certificate or certificates representing the Pledged Shares. 2. Representations and Warranties of Televisa and S Company. -------------------------------------------------------- Each of Televisa and S Company hereby represents and warrants as of the date hereof, on a joint and several basis, that: (a) Organization. Each of Televisa and S Company is duly organized, ------------ validly existing and (if applicable) in good standing under the laws of its respective jurisdiction of formation. Each of Televisa and S Company has all requisite power and authority to carry on its business as now conducted. Neither Televisa nor S Company (i) has been dissolved, adopted resolutions to dissolve or acted in any way to accomplish, request or approve such dissolution, or (ii) is a party to any merger or (iii) has been declared bankrupt and no action or request is pending to declare it bankrupt. (b) Ownership of S Company. Televisa is, indirectly, the owner of ---------------------- all outstanding membership interests of S Company. (c) Authorization. Each of Televisa and S Company 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 and legally binding obligation of each of Televisa and S Company, enforceable against each of them in accordance with its terms. (d) Ownership of the Shares. S Company has good title to the ----------------------- Shares; has full, complete and unrestricted legal right, power and authority to transfer and deliver, or cause to be transferred and delivered, the 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 created or imposed by HCI or its affiliates or federal or state securities laws). (e) Non-Contravention. The execution and delivery by each of ----------------- Televisa and S Company of this Agreement does not, and the performance of its obligations hereunder will 2 not, (i) contravene or conflict with any provision of the respective organizational documents of Televisa and S Company, 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 Televisa or S Company under any provision of applicable law or regulation of the United States or any state thereof or any foreign jurisdiction, or of any agreement, injunction, order, decree or other instrument binding upon Televisa or S Company. (f) No Consent Required. Except as contemplated by the Trust ------------------- Agreement Amendment, no application, notice, order, registration, qualification, waiver, consent, approval or other action is required to be filed, given, obtained or taken by Televisa or S Company by virtue of the execution, delivery and performance of this Agreement or the sale of the Shares contemplated hereby. (g) Compliance with Securities Laws. Each of Televisa and S Company ------------------------------- 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. Each of Televisa and S Company believes that it has received all the information that it considers necessary or appropriate for deciding whether to sell the Shares, and 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. Neither Televisa nor S Company has taken any action with respect to the Shares that would constitute a violation of federal or state 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. (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 and 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 United States or any state thereof or 3 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 sale 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, and HCI believes that it has received all the information that it considers necessary or appropriate for deciding whether to purchase the Shares. 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 and the Trust Agreement ---------------- Amendment constitute the entire Agreement among the parties hereto and supercedes 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) Service of Process. Each of the parties hereto irrevocably ------------------ consents to the service of any process, pleading, notices or other papers by the mailing of copies thereto by registered, certified or first class mail, postage prepaid, to such party at such party's address set forth herein, or by any other method provided or permitted under New York law. Additionally, each of Televisa, S Company and HCI hereby appoints C T Corporation System, 1633 Broadway, New York, NY 10019 as agent for service of process in New York. (e) Consent and Jurisdiction. Each party irrevocably and ------------------------ unconditional agrees and consents that any suit, action or other legal proceeding arising out of or related this Agreement shall be brought and heard in the Borough of Manhattan, State of New York, and each party irrevocably consents to personal jurisdiction in any and all tribunals in said Borough. 4 (f) Injunctive Relief. Televisa and S Company acknowledge that it ----------------- will be impossible to measure in money the damages that would be suffered if Televisa and S Company fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, HCI will be irreparably damaged and will not have an adequate remedy at law. HCI shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, neither Televisa nor S Company shall raise the defense that there is an adequate remedy at law. (g) 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 effective when executed and delivered by each of the parties. 5 IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be signed by their respective officers and other representatives thereunto duly authorized, as of the date first written above. GRUPO TELEVISA, S.A. By: /s/ Emilio Romano ----------------------------------------- Name: Emilio Romano Title: Vice President SATELLITE COMPANY, LLC By: /s/ Charles Steinberg ----------------------------------------- Name: Charles Steinberg Title: Vice President & General Counsel HUGHES COMMUNICATIONS, INC. By: /s/ Patrick T. Doyle ----------------------------------------- Name: Patrick T. Doyle Title: Senior Vice President 6 EX-99.3 4 1ST AMEND TO COLLATERAL TRUST AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT (the "Amendment"), dated as of April 30, 1998, is entered into by and --------- among PanAmSat Corporation (formerly known as "Magellan International, Inc."), a Delaware corporation ("Newco"), Hughes Communications, Inc., a California ----- corporation ("HCI," and together with Newco, the "Newco Group"), Satellite --- ----------- Company, LLC, a Nevada limited liability company ("Contributor"), Grupo ----------- Televisa, S.A., a corporation (Sociedad Anonima) organized under the laws of Mexico ("Parent"), and IBJ Schroder Bank & Trust Company, a New York banking ------ corporation with offices at One State Street, New York, New York 10004, as Collateral Trustee for Newco Group (the "Trustee"). ------- RECITALS A. The parties have entered into that certain Collateral Trust Agreement, dated as of May 16, 1997 and that certain Amended and Restated Collateral Trust Agreement, dated as of June 13, 1997 (the "Amended Trust Agreement"), and ----------------------- Contributor, Parent and the Trustee have entered into that certain Pledge and Security Agreement, dated as of May 16, 1997 (the "Pledge and Security ------------------- Agreement"). - --------- B. The Original Trust Agreement was entered into in connection with that certain Stock Contribution and Exchange Agreement, dated as of September 20, 1996 by and among Newco Group, Contributor and Parent (the "Stock Contribution ------------------ and Exchange Agreement"), which provided, among other things, for the transfer - ---------------------- by Contributor of all of the stock of Univisa, Inc. ("Univisa"), a Delaware ------- corporation, to Newco. C. The Stock Contribution and Exchange Agreement provides that Contributor and Parent, jointly and severally, shall indemnify, save and hold harmless Newco Group, its affiliates and Subsidiaries, with respect to certain matters upon the terms and subject to the conditions provided in the Stock Contribution and Exchange Agreement and that as security therefor (and not in lieu thereof) a trust estate shall be established for the protection of Newco Group, its affiliates and Subsidiaries. This trust estate was established pursuant to the Original Trust Agreement, and was continued pursuant to the Amended Trust Agreement. D. Concurrently with entering into this Amendment, HCI, Parent and Contributor are entering into a Stock Purchase Agreement (the "Stock Purchase -------------- Agreement") pursuant to which HCI will purchase (the "Purchase") from - --------- -------- Contributor 11,239,594 shares of Newco (the "Shares"), including 5,000,000 ------ Shares currently held by the Trustee pursuant to the Amended Trust Agreement (the "Pledged Shares"). -------------- E. In connection with consummating the Purchase, HCI, Contributor and Parent desire to substitute $150,000,000.00 in cash for the Pledged Shares. The parties to this Amendment are willing to amend the Amended Trust Agreement in accordance with the terms and provisions contained herein. AGREEMENT In consideration of the foregoing 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. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Amended Trust Agreement. 2. Notwithstanding anything to the contrary in the Amended Trust Agreement or the Pledge and Security Agreement, immediately following payment to Contributor of the purchase price for the Shares under the Stock Purchase Agreement, Contributor shall cause to be delivered to the Trustee, and the Trustee shall accept receipt of, $150,000,000.00 in cash (the "Substituted ----------- Cash") (which amount shall represent a portion of the purchase price paid by HCI - ---- for the Shares) and, immediately upon confirmation of the Trustee's receipt of the Substituted Cash, the Trustee shall deliver to HCI the certificate or certificates representing all the Pledge Shares. 3. Upon the Trustee's receipt of the Substituted Cash, each of the Trustee, Contributor and Parent shall cease to have any interest in or rights with respect to the Pledged Shares, and thereafter Fund B shall be comprised solely of (i) the Substituted Cash and (ii) the Initial Letter of Credit issued on June 13, 1997 (and any replacement or substitution thereof). 4. Following the Trustee's receipt of the Substituted Cash, neither Contributor nor Parent shall be entitled at any time to resubstitute any or all of the Substituted Cash for shares of Common Stock or any other securities other than Cash Equivalents (it being understood that the foregoing shall not prohibit the substitution or resubstitution of Letters of Credit pursuant to the terms of the Amended Trust Agreement). 5. References in the Amended Trust Agreement to "the date hereof" shall, except in the definition of "Initial Letters of Credit," be deemed references to "May 16, 1997." 6. Neither entry into this Amendment nor consummation of any of the transactions contemplated hereby shall adversely affect in any respect the security interest granted to Secured Party in the Collateral not released hereby (as such terms are defined in the Pledge and Security Agreement). 7. The Trustee shall not be liable for actions taken hereunder, and shall be indemnified by Newco Group, Contributor and Parent, jointly and severally, for any loss, liability or expense incurred as a result of actions taken hereunder without bad faith, gross negligence or willful misconduct on the part of the Trustee, to the full extent set forth in Sections 13 and 14 of the Amended Trust Agreement. 8. Except as expressly set forth herein, none of the rights of the parties under the Amended Trust Agreement shall be affected in any respect by this Amendment. 9. This Amendment may be executed in two or more counterparts, each of which will be considered one and the same instrument and shall become effective when executed and delivered by each of the parties. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers and other representatives thereunto duly authorized, as of the date first written above. PANAMSAT CORPORATION, a Delaware corporation By: /s/ Lourdes Saralegui ---------------------- Name: Lourdes Saralegui Title: Executive Vice President HUGHES COMMUNICATIONS, INC., a California corporation By: /s/ Patrick T. Doyle --------------------- Name: Patrick T. Doyle Title: Senior Vice President SATELLITE COMPANY, LLC, a Nevada limited liability company By: /s/ Charles Steinberg ---------------------- Name: Charles Steinberg Title: Vice President & General Counsel GRUPO TELEVISA, S.A., a corporation (Sociedad Anonima) organized under the laws of Mexico By: /s/ Emilio Romano ------------------ Name: Emilio Romano Title: Vice President IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation By: /s/ Thomas McCutcheon ---------------------- Name: Thomas McCutcheon Title: Assistant Vice President S-1 EX-99.4 5 STOCK PURCHASE AGMT DATED 5/1/1998 EXHIBIT 4 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"). ------- WHEREAS, each of the Sellers has offered to sell to HCI, and HCI desires to purchase from each of the Sellers, the number of shares of Common Stock set forth next to the name of such Seller on Annex A (collectively, the "Shares") for the consideration and on the terms set forth in this Agreement. - ------- 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 of 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: 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 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 imposed by securities laws and 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 United 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. 2 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 dissove 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. 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 and 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 United 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. ------------- 3 (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 supercedes 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 effective when executed and delivered by each of the parties. 4 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/ Frederick A. Landman ------------------------ Frederick A. Landman /s/ Pier Landman ------------------------ Pier Landman /s/ Lourdes Saralegui ------------------------- Lourdes Saralegui 5 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 /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 6 /s/ Pier Landman --------------------------------------------------- Name: PIER LANDMAN, 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 7 -----END PRIVACY-ENHANCED MESSAGE-----