-----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, LHqshxe9pwuAIMHY1HruFhdf28+ni1m3BuyR917mbif1REWdiTpDQGDsUTRwt+IP /jqmc60qTxyAdgb+glZO7g== 0000068505-00-000005.txt : 20000313 0000068505-00-000005.hdr.sgml : 20000313 ACCESSION NUMBER: 0000068505-00-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42503 FILM NUMBER: 566531 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 BUSINESS PHONE: 7037586000 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 22091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOTOROLA INC CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 8475765000 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* AMERICAN MOBILE SATELLITE CORPORATION (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE ----------------------------------- (Title of Class of Securities) 02755 R103 ---------- (CUSIP Number) CAROL FORSYTE MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196 (847) 576-7646 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 29, 2000 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. 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). CUSIP NO. 02755 R103 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only) Motorola, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) Not applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Incorporation: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH: 7. SOLE VOTING POWER 2,470,532 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 2,470,532 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,470,532 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99 percent 14. TYPE OF REPORTING PERSON (See Instructions) CO AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3 ("Amendment") relates to the shares (the "Shares") of common stock, par value $.01 per share, of American Mobile Satellite Corporation, a Delaware corporation ("AMSC"). The Report on Schedule 13D filed by Motorola, Inc., a Delaware corporation ("Motorola") dated April 9, 1998, as amended by Amendment No. 1 dated July 22, 1998 and Amendment No. 2 filed on September 7, 1999 with the Securities and Exchange Commission (hereinafter collectively referred to as "Motorola Schedule 13D"), is hereby amended and supplemented as set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motorola Schedule 13D. The percentage of Shares reported in this Amendment as being beneficially owned by Motorola is based upon the number of outstanding Shares on March 8, 2000 (49,414,676 Shares), which number was provided by AMSC to Motorola on March 9, 2000. Item 2. Identity and Background Item 2 is hereby amended and restated as follows: (a) - (c), (f) This statement is being filed by Motorola whose principal executive offices are located at 1303 East Algonquin Road, Schaumburg, IL 60196. Motorola is a global leader in providing integrated communications solutions and embedded electronic solutions. These include: (i) software-enhanced wireless telephone, two-way radio, messaging and satellite communications products and systems, as well as networking and Internet-access products, for consumers, network operators, and commercial, government and industrial customers; (ii) embedded semiconductor solutions for customers in the consumer, networking, transportation, wireless communications and imaging and entertainment markets; and (iii) embedded electronic systems for automotive, communications, imaging, manufacturing systems, computer and industrial markets; and (iv) digital and analog systems and set-top terminals for broadband cable television operators. The names, business addresses and present principal occupations of the directors and executive officers of Motorola are set forth in the attached Appendix 1, which is incorporated herein by reference. Appendix 1 also lists the principal business of any employer that employs a director who is not also an executive officer of Motorola. To the best of Motorola's knowledge, all directors and executive officers of Motorola are citizens of the United States except as indicated on Appendix 1. (d) - (e) Neither Motorola nor, to the best of Motorola's knowledge, any of the directors or executive officers listed on Appendix 1 has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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. Item 4. Purpose of Transaction Item 4 is hereby amended by adding the following as the next to last paragraph of Item 4: Motorola sold 3,000,000 Shares on February 29, 2000 in a block trade in the open market. Reference is made to the Lock-Up Agreement described in Item 6 below for certain restrictions on the ability to sell or otherwise dispose of the remaining Shares which Motorola owns. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated as follows: (a) As of February 29, 2000, Motorola was the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 2,470,532 Shares (constituting 4.99 percent of the total outstanding shares of AMSC's common stock). To the best of Motorola's knowledge, no Shares are beneficially owned by any of its executive officers or directors, nor do such executive officers or directors have the right to acquire any Shares. (b) Motorola has the sole power to vote or direct the vote and to dispose or direct the disposition of the 2,470,532 Shares listed as beneficially owned by Motorola in Item 5(a). (c) Motorola sold 3,000,000 Shares on February 29, 2000 at $28.00 per share in a block sale effected in the open market over the Nasdaq Stock Market by a broker. Except as disclosed herein, Motorola had no other transactions in Shares during the last 60 days. To the best of Motorola's knowledge, no director or executive officer listed on Appendix 1 has engaged in any transactions in Shares during the past 60 days. (d) Not applicable. (e) As of February 29, 2000, Motorola ceased to be the beneficial owner of more than 5% of the Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended by adding the following as the second paragraph of Item 6: In connection with the sale of Shares effected on February 29, 2000, Motorola has agreed with the broker who effected the sale not to dispose of or hedge any of its Shares during the period from February 29, 2000 and continuing through the date 60 days after February 29, 2000, except with the prior written consent of the broker. 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. Motorola, Inc. Date: March 10, 2000 By: /s/ Carl F. Koenemann Name: Carl F. Koenemann Title: Executive Vice President & Chief Financial Officer \\S-il01-law\IL01-Law\Securities Group\SEC Company Folder\ 13 Company Folder\Nextel\Nextel 1999\Nextel 13D-A 7-21-99.doc EX-1 2 APPENDIX 1 INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA The following table sets forth the name, business address, and principal occupation or employment at the present time for each director and executive officer of Motorola. Unless otherwise noted, each such person is a citizen of the United States. In addition, unless otherwise noted, each such person's business address is 1303 East Algonquin Road, Schaumburg, Illinois 60196. DIRECTORS OF MOTOROLA, INC. Christopher B. Galvin....Chairman of the Board and Chief Executive Officer, Motorola, Inc. Robert W. Galvin....Chairman of the Executive Committee, Motorola, Inc. Robert L. Growney....President and Chief Operating Officer, Motorola, Inc. Ronnie C. Chan....Chairman, Hang Lung Development Group. His business address is: Hang Lung Development Company Limited, 28/F Standard Chartered Bank Building, 4 Des Voeux Road Central, Hong Kong. Mr. Chan is a U.S. citizen residing in Hong Kong. H. Laurance Fuller....Co-Chairman of the Board of Directors, BP Amoco, p.l.c. His business address is: BP Amoco, p.l.c., 200 East Randolph Street, Chicago, IL 60601. Anne P. Jones....Consultant. Her business address is: 5716 Bent Branch Road, Bethesda, MD 20816. Donald R. Jones....Retired; formerly Chief Financial Officer, Motorola, Inc. His business address is: 182 Old Wick Lane, Inverness, IL 60067. Judy C. Lewent....Senior Vice President and Chief Financial Officer, Merck & Co., Inc. Her business address is: Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ 08889. Dr. Walter E. Massey....President of Morehouse College. His business address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA 30314. Nicholas Negroponte....Director of the Massachusetts Institute of Technology Media Laboratory. His business address is: Massachusetts Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA 02139. John E. Pepper, Jr....Chairman of the Executive Committee of the Board of Directors, Procter & Gamble Co. His business address is: Procter & Gamble Co., One Procter & Gamble Plaza, Cincinnati, OH 45202. Samuel C. Scott III....President and Chief Operating Officer, Corn Products International. His business address is: CPC International, Inc. 6500 Archer Road, Summit-Argo, IL 60501. Gary L. Tooker....Retired; formerly Chairman of the Board, Motorola, Inc. B. Kenneth West....Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association-College Retirement Equities Fund. His business address is: Harris Bankcorp, Inc. P.O. Box 775, Chicago, IL 60609. Dr. John A. White....Chancellor, University of Arkansas. His business address is: University of Arkansas, 425 Administration Building, Fayetteville, AR 72701. EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA) Keith J. Bane....Executive Vice President and President, Global Strategy and Corporate Development. Robert L. Barnett....Executive Vice President and President, Commercial, Government and Industrial Solutions Sector, Communications Enterprise. Edward D. Breen...Executive Vice President and President, Broadband Communications Sector, Communications Enterprise. Arnold S. Brenner....Executive Vice President and President, Global Government Relations. Glenn A. Gienko....Executive Vice President and Motorola Director of Human Resources. Merle L. Gilmore....Executive Vice President and President, Communications Enterprise. Joseph M. Guglielmi....Executive Vice President and President, Integrated Electronic Systems Sector. Bo Hedfors....Executive Vice President and President, Network Solutions Sector, Communications Enterprise. Mr. Hedfors is a citizen of Sweden. Carl F. Koenemann....Executive Vice President and Chief Financial Officer. Ferdinand C. Kuznik....Executive Vice President and President, Motorola Europe, Middle East, and Africa. A. Peter Lawson....Executive Vice President, General Counsel and Secretary. James A. Norling....Executive Vice President, Deputy to the Chief Executive Office and President, Personal Communications Sector, Communications Enterprise. C. D. Tam....Executive Vice President and President, Asia Pacific Region. Mr. Tam is a citizen of Hong Kong and permanent resident of the United States. Frederick T. Tucker....Executive Vice President, Deputy to the Chief Executive Office and President, Semiconductor Products Sector. Richard W. Younts....Executive Vice President and Senior Advisor on Asian Affairs. -----END PRIVACY-ENHANCED MESSAGE-----