-----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, QbQWqKzYZUtTCjT5FDwz3+1bFguSxt3OrgbiL1ZFAxVzDuZitJXaE3D0h89FRHXs f2CMC5D8IJm7/EfiZRtbHA== 0000909518-97-000215.txt : 19970409 0000909518-97-000215.hdr.sgml : 19970409 ACCESSION NUMBER: 0000909518-97-000215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970408 SROS: NASD GROUP MEMBERS: GENERAL MOTORS CORPORATION GROUP MEMBERS: HE HOLDINGS, INC. (FORMERLY HUGHES AIRCRAFT COMPANY) GROUP MEMBERS: HUGHES COMMUNICATIONS SATELLITE SERVICES INC GROUP MEMBERS: HUGHES COMMUNICATIONS, INC. GROUP MEMBERS: HUGHES ELECTRONICS CORPORATION 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: 1934 Act SEC FILE NUMBER: 005-42503 FILM NUMBER: 97576709 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: HUGHES COMMUNICATIONS SATELLITE SERVICES INC CENTRAL INDEX KEY: 0000935464 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1500 HUGHES WAY CITY: LONG BEACH STATE: CA ZIP: 90810 BUSINESS PHONE: 3105255158 MAIL ADDRESS: STREET 1: 1500 HUGHES WAY CITY: LONG BEACH STATE: CA ZIP: 90810 SC 13D/A 1 AMEND NO. 4 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------------ (AMENDMENT NO. 4) AMERICAN MOBILE SATELLITE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE 02755R 10 3 - --------------------------------- ------------------- (Title of class of securities) (CUSIP number) SCOTT B. TOLLEFSEN HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. 1500 HUGHES WAY LONG BEACH, CA 90810 (310) 525-5150 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MARCH 28, 1997 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. 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. 02755R 10 3 13D-Page 2 - ------------------------------- -------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. S.S. OR I.R.S. IDENTIFICATION NO. 95-3881942 OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)[_] (B)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,691,622 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 6,691,622 REPORTING ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622 REPORTING PERSON: - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 3 - ------------------------------- -------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622 REPORTING PERSON: - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 4 - ------------------------------- -------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HE HOLDINGS, INC., FORMERLY KNOWN AS HUGHES AIRCRAFT COMPANY S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622 OWNED BY -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING -------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622 REPORTING PERSON: - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.62% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 5 - ------------------------------- -------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HUGHES ELECTRONICS CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 4,125,000 SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: 4,125,000 REPORTING ------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 10,816,622 REPORTING PERSON: - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.00% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------- -------------------------------------- CUSIP No. 02755R 10 3 13D-Page 6 - ------------------------------- -------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL MOTORS CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 10,816,622 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,816,622 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 10,816,622 REPORTING PERSON: - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.00% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! This constitutes Amendment No. 4 to the Schedule 13D (the "Statement") filed with the Securities and Exchange Commission (the "Commission") by Hughes Communications Satellite Services, Inc. ("HCSS"), Hughes Communications, Inc., HE Holdings, Inc., formerly known as Hughes Aircraft Company, Hughes Electronics Corporation ("HE") and General Motors Corporation (collectively, the "Reporting Persons"), with respect to the Common Stock, $.01 par value (the "Common Stock"), of American Mobile Satellite Corporation, a Delaware corporation (the "Company"). Item 2. Identity and Background Schedules I and II of the Statement are hereby amended in their entirety by Schedules I and II attached hereto, in order to update certain information contained therein with respect to the executive officers and directors of HCSS and General Motors Corporation, respectively. Schedule A hereto lists each executive officer and director of HE and the business address, present principal occupation or employment and citizenship of each such executive officer and director, as well as the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons named in Item 2 to the Statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), except as set forth in Schedule III 7 attached to Amendment No. 3 to the Statement filed with the Commission on July 19, 1996 ("Amendment No. 3 to the Statement"). During the last five years, none of the Reporting persons nor, to the knowledge of the Reporting Persons, any of the other persons named in Item 2 to the Statement was 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, except as set forth in Schedule IV attached to Amendment No. 3 to the Statement. Item 4. Purpose of the Transaction The information in Item 6 is incorporated herein by reference. Except as described in Item 6 below, the Reporting Persons currently have no plans or proposals which would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) The percentage of Common Stock reported in this Amendment as being beneficially owned by the Reporting Persons is based upon 25,111,180 shares of outstanding Common Stock, representing the number of outstanding shares of Common Stock identified in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and after giving effect to the 8 number of shares of Common Stock beneficially owned by the Reporting Persons. The information in Item 6 is incorporated herein by reference. To the knowledge of the Reporting Persons, as of December 1, 1996, the persons other than the Reporting Persons named in Item 2 to the Statement beneficially owned, or had the right to acquire, 6,191 shares of Common Stock of the Company. As previously described in Amendment No. 3 to the Statement, the Reporting Persons may be deemed to comprise a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, (the "Act")) with the following entities by virtue of the agreements described in Amendment No. 3 to the Statement: (1) Space Technologies Investments ("Investments") and the following affiliates of Investments: Transit Communications, Inc., Satellite Mobile Telephone Company, L.P. and Satellite Communications Investments Corporation (collectively, the "Investments Entities"); (2) Mtel Space Technologies, L.P. ("Mtel L.P."), its general partner, Mtel Space Technologies, Inc. (collectively, the "Mtel Group"); and (3) Singapore Telecommunications Ltd. ("Singapore Telecom"). As previously described in Amendment No. 3 to the Statement, the Mtel Group might no longer be deemed to be part of such group. The Reporting Persons expressly disclaim any beneficial interest in the shares of Common Stock of the Company held by the Investments Entities, the Mtel Group and Singapore Telecom, and the filing of this Amendment No. 4 to the Statement by the Reporting Persons shall not be construed as an admission by the 9 Reporting Persons that any of them is, for purposes of Section 13(d) of the Act, the beneficial owner of any of the shares of Common Stock held by any of the Investments Entities, the Mtel Group and Singapore Telecom. Based solely upon the information set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and upon additional information received from the Company, the Reporting Persons believe that the Investments Entities and Singapore Telecom beneficially own the number of shares of Common Stock of the Company set forth in the table below, constituting in each case that percentage of the outstanding Common Stock of the Company set forth in the table below. Name of Beneficial Owner Number of Shares Percentage (1) - ------------------------ ---------------- -------------- Space Technologies Investments, Inc. (2) 1,855,539 7.2% Transit Communications, Inc. 681,818 2.7% Satellite Communications Investments Corporations (2) 1,344,067 5.3% --------- ---- As a Group 3,881,424 14.9% Singapore Telecommunications Ltd. (3) 4,794,046 18.6% (1) For the purpose of computing the percentage of the Common Stock of the Company beneficially owned by the entities listed above, warrants held by such entities were deemed to be exercised to the extent presently exercisable, and the shares of Common Stock issuable upon such exercise were deemed to be outstanding. (2) Includes 649,347 shares of Common Stock issuable to Investments and 230,932 shares of Common Stock issuable to Satellite Communications Investments Corporation upon the exercise of certain warrants previously issued by the Company. These warrants are currently exercisable through December 20, 1998 at an exercise price of $21 per share of Common Stock, subject to certain restrictions if such exercise would cause the Company's foreign ownership to exceed levels permitted by the Communications Act of 1934, as amended. 10 (3) Consists of 4,106,546 shares of Common Stock held of record and beneficially by Singapore Telecom and 687,500 shares of Common Stock issuable to Singapore Telecom upon the exercise of a warrant that, as previously described in Amendment No. 3 to the Statement, Singapore Telecom received (the "ST Warrant") as part of the consideration for a guaranty that it provided in connection with long-term financing for the Company. The ST Warrant was recently amended. See Item 6. (b) To the knowledge of the Reporting Persons, except as described in Item 6, the persons named in Item 2 to the Statement, the Investments Entities and Singapore Telecom did not effect any transactions in shares of Common Stock of the Company during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As previously described in Amendment No. 3 to the Statement, HE, Singapore Telecom, Baron Capital Partners, L.P. (collectively, the "Guarantors"), the Company and AMSC Subsidiary Corporation ("Subsidiary") are parties to that certain Guaranty Issuance Agreement dated June 28, 1996 (the "Guaranty Issuance Agreement") pursuant to which, among other things, the Company issued to the Guarantors Warrants to purchase Common Stock (the "Warrants"). At the request of the Company, the Guarantors have entered into that certain Amendment No. 1 to the Guaranty Issuance Agreement, dated as of March 27, 1997 ("Amendment No. 1"), with the Company and the Subsidiary, a copy of which is filed as an exhibit hereto and is incorporated herein by reference. Pursuant to Amendment No. 1, the financial covenants set forth in the Performance Schedule to the Guaranty Issuance Agreement were eliminated and the Borrowing Limit and corresponding time periods governing such borrowing were modified. The Borrowing Limit between 11 April 1, 1997 and June 30, 1997 is $180,00,000, and increases by $10,000,000 in each of the third and fourth quarters of 1997. In consideration for the agreement by the Guarantors to the modifications to the Guaranty Issuance Agreement effected by Amendment No. 1, pursuant to the terms of that certain Amendment No. 1 to the Warrant Certificates, dated as of March 27, 1997 ("Amendment No. 1 to the Warrants"), among the Guarantors and the Company, a copy of which is filed as an exhibit hereto and is incorporated herein by reference, the Warrants were amended by increasing the aggregate number of shares of Common Stock (the "Shares") issuable upon exercise thereof to 5,500,000, adjusting the exercise price to $13.00 and eliminating certain restrictions on the amount of Shares issuable upon exercise thereof. As a result of Amendment No. 1 to the Warrants, HE has the current right to acquire 4,125,000 Shares and Singapore Telecom has the current right to acquire 687,500 Shares. Item 7. Material to be Filed as Exhibits. 1. Amendment No. 1 to the Guaranty Issuance Agreement, dated as of March 27, 1997, among the Guarantors, the Company and the Subsidiary. 2. Amendment No. 1 to the Warrant Certificates, dated as of March 27, 1997, among the Guarantors and the Company. 12 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: April 7, 1997 HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. By: /s/ Scott B. Tollefsen ---------------------------------- Name: Scott B. Tollefsen Title: Vice President and Secretary HUGHES COMMUNICATIONS, INC. By: /s/ Scott B. Tollefsen ---------------------------------- Name: Scott B. Tollefsen Title: Vice President and Secretary HE HOLDINGS, INC. By: /s/Roxanne S. Austin ---------------------------------- Name: Roxanne S. Austin Title: Senior Vice President, Treasurer and Controller HUGHES ELECTRONICS CORPORATION By: /s/Roxanne S. Austin ---------------------------------- Name: Roxanne S. Austin Title: Senior Vice President, Treasurer and Controller GENERAL MOTORS CORPORATION By: /s/ Martin Darvick ---------------------------------- Name: Martin Darvick Title: Assistant Secretary 13 Schedule I HUGHES COMMUNICATIONS SATELLITE SERVICES, INC. ("HCSS") EXECUTIVE OFFICERS AND DIRECTORS All directors and executive officers of HCSS are citizens of the United States. Unless otherwise specified, the business address of each person listed below is 1500 Hughes Way, Long Beach, California 90810. Name and Address Position with HCSS Principal Occupation or Employment - --------------------- --------------------- -------------------------- G.P. Bertonneau Vice President Vice President of HCSS Carl A. Brown Senior Vice President Senior Vice President of HCSS Jerald F. Farrell President and Director President of Hughes Communications, Inc. M.T. Fitch Vice President Vice President of HCSS Edward J. Fitzpatrick Vice President Vice President of HCSS Arlene C. Kahng Assistant Secretary Associate General Counsel and Assistant Secretary of Hughes Communications, Inc. Harold B. McDonnell Executive Vice President Executive Vice President of HCSS Elizabeth S.C.S. Murray Vice President and Chief Vice President and Chief Financial Officer Financial Officer of Hughes Communications, Inc. John S. Perkins Vice President Vice President of HCSS Craig A. Stephens Vice President Vice President of HCSS Floyd R. Stuart Vice President Vice President of HCSS Daniel P. Sullivan Vice President Vice President of HCSS Scott B. Tollefsen Vice President, General Vice President, General Counsel and Secretary Counsel and Secretary of Hughes Communications, Inc. SCHEDULE A HUGHES ELECTRONICS CORPORATION ("HE") EXECUTIVE OFFICERS AND DIRECTORS All directors and executive officers of HE are citizens of the United States. Unless otherwise specified, the business address of each person listed below is 7200 Hughes Terrace, Los Angeles, California 90045. Name and Address Position with HE Principal Occupation or Employment - ---------------------- ------------------- ------------------------ C. Michael Armstrong Chairman of the Board of Chairman of the Board and Directors and Chief Chief Executive Officer Executive Officer of HE Charles T. Fisher, III Director Former Chairman and P.O. Box 116 President, First Chicago Detroit, MI 48232 NBD Corporation J. Michael Losh Director Executive Vice President 3044 West Grand Blvd. and Chief Financial Detroit, MI 48202 Officer of GM Charles H. Noski Director, Vice Chairman Vice Chairman and Chief and Chief Financial Financial Officer of HE Officer Harry J. Pearce Director Vice Chairman of GM 3044 West Grand Blvd. Detroit, MI 48202 Edmund T. Pratt, Jr. Director Chairman Emeritus, 235 East 42nd Street Pfizer, Inc. 23rd Floor New York, NY 10017 John F. Smith, Jr. Director Chairman of the Board, 3044 West Grand Blvd. Chief Executive Officer Detroit, MI 48202 and President of GM Michael T. Smith Director, Vice Chairman Vice Chairman of HE 1100 Wilson Boulevard Arlington, VA 22209 Name and Address Position with HE Principal Occupation or Employment - ----------------------- --------------------- ------------------------ Thomas H. Wyman Director Senior Advisor, SBC The Equitable Center Warburg, Inc.; Former 787 Seventh Avenue Chairman of the Board, New York, NY 10019 CBS, Inc.; Former Chairman, S.G. Warburg & Co., Inc. Steven D. Dorfman Executive Vice President Executive Vice President of HE John C. Weaver Executive Vice President Executive Vice President of HE Roxanne S. Austin Senior Vice President, Senior Vice President, Treasurer and Controller Treasurer and Controller of HE Gareth C.C. Chang Senior Vice President Senior Vice President of HE Arthur N. Chester Senior Vice President Senior Vice President of HE John J. Higgins Senior Vice President Senior Vice President and and General Counsel General Counsel of HE Jack A. Shaw Senior Vice President Senior Vice President of HE W. Scott Walker Senior Vice President Senior Vice President of HE Theodore G. Westerman Senior Vice President Senior Vice President of HE David R. Barclay Vice President Vice President of HE Kenneth N. Heintz Vice President Vice President of HE Calvin J. Kirby Vice President Vice President of HE William D. Merritt Vice President Vice President of HE Wanda K. Denson-Low Secretary Secretary of HE SCHEDULE II GENERAL MOTORS CORPORATION ("GM") EXECUTIVE OFFICERS AND DIRECTORS All directors and executive officers of GM are citizens of the United States, except for Percy Barnevik who is a citizen of Sweden. John G. Smale, Chairman of the GM Board of Directors and a director of GM was born in Listowel, Ontario, Canada, and is a naturalized U.S. citizen. Dennis Weatherstone, a member of the GM Board of Directors, was born in London, England, and is a citizen of both the United States and Great Britain. Mr. Smale and Mr. Weatherstone are not aliens, therefore, disclosure is not required. In exercising an abundance of caution, their birth places and citizenship are provided. Unless otherwise specified, the business address of each person listed below is 3044 West Grand Boulevard, Detroit, Michigan 48202. Name and Address Position with GM Principal Occupation or Employment - --------------------- -------------------- ----------------------------- Anne L. Armstrong Director Chairman of the Board of P.O. Box 1358 Trustees, Center for Kingsville, TX 78364 Strategic and International Studies Percy Barnevik Director Chairman and Chief Executive AFSOLTERNSTRASSE 44 Officer, ABB Asea Brown P.O. Box 8131 Boveri Ltd. Ch-8050 Zurich, Switerland J.T. Battenberg III Executive Vice President GM Executive Vice and President of Delphi President and President of Automotive Systems Delphi Automotive Systems John H. Bryan Director Chairman and Chief Three First National Executive Officer, Sara Lee Plaza Corp. Chicago, IL 60602 Name and Address Position with GM Principal Occupation or Employment - --------------------- -------------------- ----------------------------- Thomas E. Everhart Director President, California Parsons-Gates Hall of Institute of Technology Administration 1201 East California Boulevard, Rm. 204 Pasadena, CA 91125 Charles T. Fisher, III Director Former Chairman and P.O. Box 116 President, First Chicago Detroit, MI 48232 NBD Corporation George M.C. Fisher Director Chairman and Chief Executive Officer, Eastman Kodak Company Thomas A. Gottschalk Senior Vice President Senior Vice President and and General Counsel General Counsel of GM Louis R. Hughes Executive Vice President GM Executive Vice and President of President and President of International Operations International Operations Richard G. LeFauve Senior Vice President Senior Vice President and and President, General President, General Motors Motors University University J. Michael Losh Executive Vice President Executive Vice President and Chief Financial and Chief Financial Officer Officer of GM J. Willard Marriott, Jr. Director Chairman of the Board and One Marriott Drive CEO, Marriott International, Washington, D.C. 20058 Inc. Ann D. McLaughlin Director Former U.S. Secretary of 4320 Garfield Street, Labor; President, Federal N.W. City Council; Vice Washington, D.C. 20007 Chairman, The Aspen Institute Harry J. Pearce Vice Chairman and Vice Chairman of GM Director Eckhard Pfeiffer Director Chief Executive Officer and Director of Compaq Computer Corporation Name and Address Position with GM Principal Occupation or Employment - --------------------- -------------------- ----------------------------- Edmund T. Pratt, Jr. Director Chairman Emeritus, 235 East 42nd Street Pfizer, Inc. 23rd Floor New York, NY 10017 John G. Smale Director Chairman of the Executive P.O. Box 599 Committee and Chairman of Cincinnati, OH 45201-0599 the Board, The Proctor & Gamble Company John F. Smith, Jr. Chairman of the Board Chairman of the Board, of Directors, Chief Chief Executive Officer and Executive Officer and President of GM President Louis W. Sullivan Director President, Morehouse 720 Westview Drive, S.W. School of Medicine; Former Atlanta, GA 30310-1495 U.S. Secretary of Health and Human Services G. Richard Wagoner, Jr. Executive Vice President GM Executive Vice and President of North President and President of American Operations North American Operations Dennis Weatherstone Director Retired Chairman and 60 Wall Street Current Director, J.P. 20th Floor Morgan & Co. Inc.; New York, NY 10260 Member of Board of Banking Supervision, Bank of England Thomas H. Wyman Director Senior Advisor, SBC The Equitable Center Warburg, Inc.; Former 787 Seventh Avenue Chairman of the Board, New York, NY 10019 CBS, Inc.; Former Chairman, S.G. Warburg & Co., Inc. EXHIBIT INDEX 1. Amendment No. 1 to the Guaranty Issuance Agreement, dated as of March 27, 1997, among the Guarantors, the Company and the Subsidiary. 2. Amendment No. 1 to the Warrant Certificates, dated as of March 27, 1997, among the Guarantors and the Company. EX-1 2 EXHIBIT 1 Exhibit 1 AMENDMENT NO. 1 TO GUARANTY ISSUANCE AGREEMENT AMENDMENT, dated as of March 27, 1997, to the Guaranty Issuance Agreement, dated as of June 28, 1996, by and among Hughes Electronics Corporation, Singapore Telecommunications Ltd., Baron Capital Partners, L.P., AMSC Subsidiary Corporation and American Mobile Satellite Corporation (the "Agreement"). W I T N E S S E T H: WHEREAS, the parties hereto desire to effect certain changes to the Agreement herein contained; NOW, THEREFORE, the undersigned parties hereto agree as follows: SECTION 1. Definitions. Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the Agreement. SECTION 2. Consideration for the Issuance of the Guaranties. As consideration for the execution of this Amendment No. 1 by the Guarantors, the Warrants issued to each of the Guarantors in connection with the Guarantees are hereby amended to reflect an increase in the aggregate number of Warrant Shares to 5,500,000 and a change in the exercise price to $13.00. To implement the foregoing, an amendment to each of such Warrants, in the form annexed hereto, has been executed concurrently with the execution hereof. SECTION 3. Change to the Performance Schedule. The Performance Schedule annexed to the Agreement as Exhibit D is hereby amended in its entirety and replaced with the Performance Schedule annexed hereto. SECTION 4. Section 3 of the Agreement is hereby amended in its entirety and replaced with the following: Limitations on Amount of Guaranties. AMSC and AMSC Parent have delivered to Guarantors AMSC's 1997 Budget, including its projected borrowing needs (the "Plan"), which has formed the basis for the agreement of the Guarantors to enter into this Amendment No. 1. As consideration for the execution of this Amendment No. 1 by the Guarantors, AMSC agrees that the outstanding principal amount of the loans which are guaranteed (such outstanding amount and any payments made by Guarantors with respect to principal under the Credit Agreement, the "Guaranteed Amount") shall not, at any time, exceed the then applicable borrowing limit (the "Borrowing Limit") specified on the Performance Schedule attached hereto as Exhibit D (the "Performance Schedule"). AMSC and AMSC Parent agree that the aggregate outstanding principal amount of the loans under the Credit Agreements plus any amounts paid by the Guarantors with respect to principal shall not exceed the Guaranteed Amount. The Guarantors having Pro Rata Shares greater than 50% ("Requisite Guarantors") may, by written notice delivered to AMSC, waive compliance with the then applicable Borrowing Limit and consent to borrowings by AMSC which would increase the Guaranteed Amount up to the "Borrowing Limit" specified by such waiver. A waiver granted hereunder shall not obligate the Guarantors to grant a waiver for any subsequent period or consent to any additional increase in the applicable Borrowing Limit. If any borrowing causes or would cause the Guaranteed Amount to exceed the then applicable Borrowing Limit, then Requisite Guarantors may, by a written notice delivered to AMSC (a "Guarantor's Notice"), decline to increase the Guaranteed Amount to cover any increased borrowings. Under the terms of the Guaranties, Guarantors will be required to purchase the outstanding notes upon the occurrence of a "Guarantor Event" under the Credit Agreements, and the commitments to extend further financing under the Credit Agreements will terminate. Under the terms of the Credit Agreements, at the time of each borrowing, AMSC will be required to certify that it is in compliance with the provisions of this Agreement. AMSC or AMSC Parent can so certify if the outstanding amount of the loans after such borrowing will be less than the then applicable Borrowing Limit or if, and to the extent that, Requisite Guarantors shall have modified such Borrowing Limit. At the request of AMSC and AMSC Parent, any Borrowing Limit may be modified with the written consent of Requisite Guarantors. If Requisite Guarantors propose to increase the applicable Borrowing Limit for any period to an amount in excess of that set forth on the Performance Schedule, such proposal shall be discussed with the other Guarantors prior to granting such consent. Any action by Requisite Guarantors in accordance with this Section 3 shall bind all Guarantors. Any notice delivered under this Section shall be delivered to all Guarantors, but failure of all Guarantors to receive such notice shall not affect the validity of such notice. Nothing in this Section shall limit the enforceability by the "Guaranteed Parties" of any Guaranty in accordance with its terms. Within 45 days after the end of each fiscal quarter, AMSC Parent shall deliver to each Guarantor the unaudited consolidated and consolidating balance sheets of AMSC and AMSC Parent as of the end of such quarter and the related consolidated and consolidating statements of income, stockholders' equity and cash flows, and certified by the chief financial officer as fairly presenting, in all material respects, in accordance with generally accepted accounting principles (except for the absence of footnote disclosure), the financial position and the results of operations of AMSC and AMSC Parent. SECTION 5. Miscellaneous. AMSC and AMSC Parent hereby represent to the Guarantors that, as of the date hereof, and after giving effect to this Amendment No. 1 and the transactions contemplated hereby, no Default (as such term in defined in the Credit Agreements) has occurred and is continuing. AMSC hereby reaffirms that the Registration Rights Agreement is in full force and effect and that all of the shares of common stock of AMSC Parent issuable upon exercise of the Warrants, as such number of shares has been increased as described in this Amendment No. 1, constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). AMSC and AMSC Parent hereby represent to the Guarantors that each representation and warranty set forth in Section 11 of the Agreement is true and correct as of the date hereof, except that (i) each reference therein to "this Agreement" shall be deemed to be a reference to this Amendment No. 1, (ii) all references to the Warrants, the Registration Rights Agreement and the Common Stock shall give effect to the transactions contemplated hereby, and (iii) the reference in Section 11(e) of the Agreement to December 31, 1995 instead shall be to December 31, 1996. Except as expressly amended hereby, the terms of the Agreement remain unchanged and the Agreement, as amended hereby, continues in full force and effect. Concurrently with the execution hereof, each Guarantor shall receive the written opinion of counsel to AMSC and AMSC Parent as to the due authorization, execution and enforceability of this Amendment No. 1 and Amendment No. 1 to the Warrant Certificates, in form and substance satisfactory to each Guarantor; and AMSC Parent hereby advises each of the Guarantors that the Board of Directors of AMSC Parent has received an opinion from Donaldson, Lufkin Jenrette Securities Corporation to the effect that the transactions contemplated hereby, including the increase in the number of shares covered by the Warrants and the reduction of the exercise price of the Warrants, are fair to AMSC and AMSC Parent from a financial point of view. SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 8. Effectiveness. This Amendment shall become effective when AMSC has received signature pages hereof signed by the Requisite Guarantors or facsimile or other written confirmation that such parties have signed a counterpart hereof. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to the Agreement to be executed by its duly authorized officer. AMSC SUBSIDIARY CORPORATION SINGAPORE TELECOMMUNICATIONS LTD. By: /s/ Richard J. Burnheimer By: /s/ Ho Siaw Hong ------------------------------ ------------------------------- Name: Richard J. Burnheimer Name: Ho Siaw Hong Title: VP & Treasurer Title: Senior Director AMERICAN MOBILE SATELLITE BARON CAPITAL PARTNERS, L.P., a CORPORATION Delaware limited partnership By: Baron Capital Management, Inc., By: /s/ Richard J. Burnheimer a General Partner ------------------------------ Name: Richard J. Burnheimer By: /s/ Morty Schaja Title: VP & Treasurer ------------------------------- Name: Morty Schaja Title: V.P. HUGHES ELECTRONICS CORPORATION By: /s/ Ammon Carr ------------------------------ Name: Ammon Carr Title: Assistant Treasurer EXHIBIT D TO GUARANTEE ISSUANCE AGREEMENT (As Amended by Amendment No. 1 thereto) Performance Schedule ($000's) 01/01/97 04/01/97 07/01/97 10/01/97 to to to to 03/31/97 06/30/97 09/30/97 12/31/97 -------------------------------------------- Borrowing Limit $170,000 $180,000 $190,000 $200,000 EX-2 3 EXHIBIT 2 EXHIBIT 2 AMENDMENT NO. 1 TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION AMENDMENT, dated as of March 27, 1997, to each of those Warrant Certificates dated as of June 28, 1996 (the "Warrants" and capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Warrants), issued by American Mobile Satellite Corporation (the "Company") to each of Hughes Electronics Corporation, Singapore Telecommunications Ltd. and Baron Capital Partners, L.P. (collectively, the "Holders"). W I T N E S S E T H: WHEREAS, the Company previously issued to the Holders Warrants that represented in the aggregate the right to purchase 5,000,000 shares of Common Stock at an Exercise Price of $24.00 per share; WHEREAS, the Company, the Holders and AMSC are entering into on the date hereof Amendment No. 1 ("Amendment No. 1") to the Guaranty Issuance Agreement; WHEREAS, as contemplated by Amendment No. 1, the parties hereto desire to amend certain terms of the Warrants. NOW, THEREFORE, the undersigned parties hereto agree as follows: SECTION 1. Amendments. Section 1 of each of the Warrants is hereby amended by modifying the definition of "Exercise Price" to read in its entirety as follows: "Exercise Price" means initially $13.00 per Warrant Share, as adjusted from time to time. The Warrant Share Amount reflected in the preamble to each of the Warrants shall be modified as follows: Holder Warrant Share Amount Hughes Electronics Corporation 4,125,000 Singapore Telecommunications Ltd. 687,500 Baron Capital Partners, L.P. 687,500 Section 15 of the Warrants is hereby deleted in its entirety. SECTION 2. Reaffirmance. Except as expressly amended hereby, the terms of the Warrants remain unchanged and the Warrants, as amended hereby, are in full force and effect. SECTION 3. Issuance of Replacement Warrant. Upon the request of any Holder, the Company promptly shall issue a new Warrant, incorporating the amendments effected hereby, to replace the presently outstanding Warrant held by such Holder. IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 1 by its duly authorized officer as of the day and year first set forth above. AMERICAN MOBILE SATELLITE SINGAPORE TELECOMMUNICATIONS CORPORATION LTP. By: /s/ Richard J. Burnheimer By: /s/ Ho Siaw Hong ----------------------------- ---------------------------- Name: Richard J. Burnheimer Name: Ho Siaw Hong Title: VP & Treasurer Title: Senior Director HUGHES ELECTRONICS CORPORATION BARON CAPITAL PARTNERS, L.P., a Delaware limited partnership By: /s/ Ammon Carr ----------------------------- Name: Ammon Carr By: Baron Capital Management, Title: Assistant Treasurer Inc., a General Partner By: /s/ Morty Schaja ---------------------------- Name: Morty Schaja Title: V.P. -----END PRIVACY-ENHANCED MESSAGE-----