-----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, QYHyHaGMB2LL9mYuSZr4B+Rc9a6XS4Ltgf3uqeFe1vMOQVUX+mhMgbP7vVTeiLcY H2wQ38YKqpIYJtbXVxoxcg== 0000950134-04-017694.txt : 20041116 0000950134-04-017694.hdr.sgml : 20041116 20041116144649 ACCESSION NUMBER: 0000950134-04-017694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 GROUP MEMBERS: HIGHLAND CRUSADER OFFSHORE PARTNERS LP GROUP MEMBERS: HIGHLAND EQUITY FOCUS FUND LP GROUP MEMBERS: HIGHLAND EQUITY FUND LP GROUP MEMBERS: HIGHLAND LEGACY LIMITED GROUP MEMBERS: JAMES DONDERO GROUP MEMBERS: PAMCO CAYMAN LIMITED GROUP MEMBERS: PROSPECT STREET HIGH INCOME PORTFOLIO INC GROUP MEMBERS: PROSPECT STREET INCOME SHARES INC GROUP MEMBERS: STRAND ADVISORS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTIENT 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: 041149197 BUSINESS ADDRESS: STREET 1: 300 KNIGHTSBRIDGE, PKY. CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 8474784200 MAIL ADDRESS: STREET 1: 300 KNIGHTSBRIDGE, PKY. CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP DATE OF NAME CHANGE: 19931019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D/A 1 d20314a3sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...15


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Motient Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

619908304
(Cusip Number)

Patrick H. Daugherty, Esq.
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, suite 1300
Dallas, Texas 75240
(972) 628-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 10, 2004
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting 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. 619908304 Page 2 of 15
  1. Name of Reporting Person:
Highland Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
75-2716725
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
6,042,702
8. Shared Voting Power:
0
9. Sole Dispositive Power:
6,042,702
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
6,042,702
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
11.9%
  14.Type of Reporting Person (See Instructions):
IA/PN

 

             
CUSIP No. 619908304 Page 3 of 15
  1. Name of Reporting Person:
Strand Advisors, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
95-4440863
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
6,042,702
8. Shared Voting Power:
0
9. Sole Dispositive Power:
6,042,702
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
6,042,702
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
11.9%
  14.Type of Reporting Person (See Instructions):
CO

 

             
CUSIP No. 619908304 Page 4 of 15
  1. Name of Reporting Person:
James Dondero		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
6,044,502
8. Shared Voting Power:
0
9. Sole Dispositive Power:
6,044,502
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
6,044,502
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
11.9%
  14.Type of Reporting Person (See Instructions):
IN

 

             
CUSIP No. 619908304 Page 5 of 15
  1. Name of Reporting Person:
Prospect Street High Income Portfolio, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
04-3028343
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Maryland
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,155,224
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,155,224
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,155,224
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
2.3%
  14.Type of Reporting Person (See Instructions):
CO/IV

 

             
CUSIP No. 619908304 Page 6 of 15
  1. Name of Reporting Person:
Prospect Street Income Shares Inc.		 I.R.S. Identification Nos. of above persons (entities only):
36-2765811
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Maryland
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
111,940
8. Shared Voting Power:
0
9. Sole Dispositive Power:
111,940
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
111,940
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
CO/IV

 

             
CUSIP No. 619908304 Page 7 of 15
  1. Name of Reporting Person:
Highland Legacy, Limited		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
223,880
8. Shared Voting Power:
0
9. Sole Dispositive Power:
223,880
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
223,880
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.4%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 619908304 Page 8 of 15
  1. Name of Reporting Person:
Highland Crusader Offshore Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Bermuda
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,919,289
8. Shared Voting Power:
0
9. Sole Dispositive Power:
2,919,289
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,919,289
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
5.8%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 619908304 Page 9 of 15
  1. Name of Reporting Person:
PAMCO Cayman, Limited		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
223,880
8. Shared Voting Power:
0
9. Sole Dispositive Power:
223,880
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
223,880
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.4%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 619908304 Page 10 of 15
  1. Name of Reporting Person:
Highland Equity Focus Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
46-0491961
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,300,145
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,300,145
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,300,145
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
2.6%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 619908304 Page 11 of 15
  1. Name of Reporting Person:
Highland Equity Funds, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
108,344
8. Shared Voting Power:
0
9. Sole Dispositive Power:
108,344
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
108,344
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

 

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby supplemented as follows:

     On November 10, 2004, Crusader acquired 466,744 shares of Common Stock and warrants to purchase 116,686 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $3,999,996 using investment capital. On November 10, 2004, Equity Focus acquired 875,145 shares of Common Stock and warrants to purchase 218,786 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $7,499,992 using investment capital. On November 10, 2004, Equity Fund acquired 58,344 shares of Common Stock and warrants to purchase 14,586 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $500,008 using investment capital.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) As of November 16, 2004, the Reporting Persons may be deemed to beneficially own an aggregate of 6,044,502 shares of Common Stock, representing approximately 11.9% of the shares of Common Stock outstanding as of November 16, 2004 (based upon information obtained from the Issuer). Of the 6,044,502 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons, Crusader has the right to acquire 825,000 shares of Common Stock within 60 days of November 16, 2004 upon the exercise of warrants.

     (b)

                                 
    Sole   Shared   Sole   Shared
    Voting   Voting   Dispositive   Dispositive
    Power
   Power
   Power
   Power
Prospect Street High Income Portfolio, Inc.
     1,155,224       0       1,155,224       0  
Prospect Street Income Shares Inc.
     111,940       0       111,940       0  
Highland Legacy, Limited
     223,880       0       223,880       0  
Highland Crusader Offshore Partners, L.P.(1)
     2,919,289       0       2,919,289       0  
PAMCO Cayman, Limited
     223,880       0       223,880       0  
Highland Equity Fund, L.P.
     108,344       0       108,344       0  
Highland Equity Focus Fund, L.P.
     1,300,145       0       1,300,145       0  
Highland Capital Management, L.P.(2)
     6,042,702       0       6,042,702       0  
Strand Advisors, Inc.(2)
     6,042,702       0       6,042,702       0  
James Dondero(2)
     6,044,502       0       6,044,502       0  

(1)   Includes (i) 2,094,289 shares of Common Stock held directly and (ii) 825,000 shares of Common Stock that may be acquired upon exercise of warrants within 60 days of November 16, 2004.
 
(2)   Because of the relationships described herein, Highland Capital, Strand and Dondero may be deemed the indirect beneficial owners of the shares of Common Stock held by Prospect Portfolio, Prospect Shares, Legacy, Crusader, PAMCO, Equity Focus and Equity Fund. Highland Capital, Strand and Dondero expressly disclaim beneficial ownership of such shares of Common Stock.

     (c) On September 1, 2004, the Issuer granted Mr. Dondero 1,800 shares of restricted Common Stock pursuant to the Issuer’s 2004 Restricted Stock Plan. Except as otherwise described herein, no transactions in the Common Stock have been effected by the Reporting Persons during the past sixty days.

     (d) Not applicable.

     (e) Not applicable.

Page 12 of 15

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 is hereby supplemented as follows:

     On November 10, 2004, Crusader, Equity Focus and Equity Fund acquired warrants to purchase 116,686, 218,786 and 14,586 shares of Common Stock, respectively, from the Issuer (the “November 2004 Warrants”). The November 2004 Warrants have an exercise price of $8.57 per share and will become exercisable if the Issuer does not meet certain registration deadlines set forth in a certain Registration Rights Agreement, dated as of November 10, 2004, by and among the Issuer and the parties thereto (the “November 2004 Registration Agreement”). If the November 2004 Warrants become exercisable, they may be exercised by Crusader, Equity Focus and Equity Fund at any time until November 12, 2009. The foregoing is qualified in its entirety by reference to the November 2004 Warrants, a copy of which is attached hereto as Exhibit 8, and the November 2004 Registration Agreement, a copy of which is attached hereto as Exhibit 9.

Item 7. Material to be Filed as Exhibits.

     Item 7 is hereby supplemented as follows:

     
Exhibit 8
  Form of Common Stock Purchase Warrant (Exhibit 10.45 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 2004 and incorporated by reference herein).
 
    
Exhibit 9
  Registration Rights Agreement, dated November 10, 2004, by and among the Issuer and the parties thereto (Exhibit 10.44 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 2004 and incorporated by reference herein).

Page 13 of 15

 

 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: November 16, 2004

             
 
   HIGHLAND CAPITAL MANAGEMENT, L.P.
 
            
  By:   Strand Advisors, Inc., its general partner    
 
            
      By: /s/ James Dondero
    
      Name: James Dondero
Title: President		    
 
            
 
   STRAND ADVISORS, INC.
 
            
  By:   /s/ James Dondero
James Dondero
President		    
 
            
 
   /s/ James Dondero
 
  
 
   James Dondero
 
            
 
   PROSPECT STREET HIGH INCOME PORTFOLIO, INC.
 
            
  By:   /s/ James Dondero
    
  Name:
Title: 		  James Dondero
President		    
 
            
 
   PROSPECT STREET INCOME SHARES INC.
 
            
  By:   /s/ James Dondero
    
  Name:
Title: 		  James Dondero
President		    
 
            
 
   HIGHLAND LEGACY, LIMITED
 
            
  By:
By: 		  Highland Capital Management, L.P., its collateral manager
Strand Advisors, Inc., its general partner		    
 
            
      By: /s/ James Dondero
    
      Name: James Dondero
Title: President		    
 
            
 
   HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
 
            
  By:
By: 		  Highland Capital Management, L.P., its general partner
Strand Advisors, Inc., its general partner		    
 
            
      By: /s/ James Dondero
   
      Name: James Dondero
Title: President		    

Page 14 of 15

 

 

             
 
   PAMCO CAYMAN, LIMITED
 
        
  By:
By: 		  Highland Capital Management, L.P., its collateral manager
Strand Advisors, Inc., its general partner
 
        
      By:     /s/ James Dondero
Name: James Dondero
Title: President
 
        
 
   HIGHLAND EQUITY FOCUS FUND, L.P.
 
        
  By:
By: 		  Highland Capital Management, L.P., its general partner
Strand Advisors, Inc., its general partner
 
        
      By:     /s/ James Dondero      
Name: James Dondero
Title: President
 
        
 
   HIGHLAND EQUITY FUND, L.P.
 
        
  By:
By: 		  Highland Capital Management, L.P., its general partner
Strand Advisors, Inc., its general partner
 
        
      By:     /s/ James Dondero      
Name: James Dondero
Title: President

Page 15 of 15

 

 

EXHIBITS

     
Exhibit 1
  Joint Filing Agreement, dated as of July 12, 2004, entered into by and among Highland Capital, Strand, James Dondero, Prospect Portfolio, Prospect Shares, Legacy, PAMCO, Crusader, Equity Focus and Equity Fund (Exhibit 1 to Amendment No. 2 to Schedule 13D filed with the Commission on July 12, 2004 and incorporated by reference herein).
 
    
Exhibit 8
  Form of Common Stock Purchase Warrant (Exhibit 10.45 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 2004 and incorporated by reference herein).
 
    
Exhibit 9
  Registration Rights Agreement, dated November 10, 2004, by and among the Issuer and the parties thereto (Exhibit 10.44 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 2004 and incorporated by reference herein).

 

-----END PRIVACY-ENHANCED MESSAGE-----