sc13dza

0000950134-06-012662.txt : 20060705 0000950134-06-012662.hdr.sgml : 20060704 20060705152800 ACCESSION NUMBER: 0000950134-06-012662 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060705 DATE AS OF CHANGE: 20060705 GROUP MEMBERS: HIGHLAND CAPITAL MANAGEMENT SERVICES INC GROUP MEMBERS: HIGHLAND CRUSADER OFFSHORE PARTNERS LP GROUP MEMBERS: HIGHLAND EQUITY FOCUS FUND LP GROUP MEMBERS: HIGHLAND LEGACY LIMITED GROUP MEMBERS: HIGHLAND SELECT EQUITY FUND LP GROUP MEMBERS: JAMES DONDERO GROUP MEMBERS: PAMCO CAYMAN LTD 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: 06943778 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 d37552sc13dza.htm AMENDMENT TO SCHEDULE 13D/A sc13dza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 27 )*

Motient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

619908304

(CUSIP Number)

J. Kevin Ciavarra
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(972) 628-4100

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 5, 2006

(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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		619908304		Page		2		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			1,155,224

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,155,224

WITH		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):

	1.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO/IV


CUSIP No.		619908304		Page		3		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			111,940

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			111,940

WITH		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		4		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			223,880

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			223,880

WITH		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):

	OO


CUSIP No.		619908304		Page		5		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			5,352,497

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			5,352,497

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,352,497

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):

	8.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		619908304		Page		6		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			223,880

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			223,880

WITH		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):

	OO


CUSIP No.		619908304		Page		7		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			1,518,779

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,518,779

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,518,779

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):

	2.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		619908304		Page		8		of		15


1	NAMES OF REPORTING PERSONS: Highland Select Equity Fund, 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			119,283

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			119,283

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	119,283

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


CUSIP No.		619908304		Page		9		of		15


1	NAMES OF REPORTING PERSONS: Highland Capital Management Services, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 75-2911984


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

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

		7	SOLE VOTING POWER:

NUMBER OF			182,748

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			182,748

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	182,748

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):

	0.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		619908304		Page		10		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF/WC

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

		7	SOLE VOTING POWER:

NUMBER OF			8,822,764

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			8,822,764

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	8,822,764

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):

	14.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/PN


CUSIP No.		619908304		Page		11		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

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

		7	SOLE VOTING POWER:

NUMBER OF			8,822,764

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			8,822,764

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	8,822,764

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):

	14.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		619908304		Page		12		of		15


1	NAMES OF REPORTING PERSONS: 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) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF/PF

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

		7	SOLE VOTING POWER:

NUMBER OF			9,024,326

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			9,024,326

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	9,024,326

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):

	14.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


Page 13 of 15

This Amendment No. 27 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2002, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on October 20, 2003, Amendment No. 2 to Schedule 13D filed with the Commission on July 12, 2004, Amendment No. 3 to Schedule 13D filed with the Commission on November 16, 2004, Amendment No. 4 to Schedule 13D filed with the Commission on April 19, 2005, Amendment No. 5 to Schedule 13D filed with the Commission on September 7, 2005, Amendment No. 6 to Schedule 13D filed with the Commission on September 29, 2005, Amendment No. 7 to Schedule 13D filed with the Commission on October 11, 2005, Amendment No. 8 to Schedule 13D filed with the Commission on October 14, 2005, Amendment No. 9 to Schedule 13D filed with the Commission on October 21, 2005, Amendment No. 10 to Schedule 13D filed with the Commission on October 27, 2005, Amendment No. 11 to Schedule 13D filed with the Commission on November 17, 2005, Amendment No. 12 to Schedule 13D filed with the Commission on December 8, 2005, Amendment No. 13 to Schedule 13D filed with the Commission on January 30, 2006, Amendment No. 14 to Schedule 13D filed with the Commission on February 14, 2006, Amendment No. 15 to Schedule 13D filed with the Commission on February 15, 2006, Amendment No. 16 to Schedule 13D filed with the Commission on February 23, 2006, Amendment No. 17 to Schedule 13D filed with the Commission on March 16, 2006, Amendment No. 18 to Schedule 13D filed with the Commission on April 13, 2006, Amendment No. 19 to Schedule 13D filed with the Commission on April 25, 2006, Amendment No. 20 to Schedule 13D filed with the Commission on May 24, 2006, Amendment No. 21 to Schedule 13D filed with the Commission on June 2, 2006, Amendment No. 22 to Schedule 13D filed with the Commission on June 6, 2006, Amendment No. 23 to Schedule 13D filed with the Commission on June 14, 2006, Amendment No. 24 to Schedule 13D filed with the Commission on June 16, 2006, Amendment No. 25 to Schedule 13D filed with the Commission on June 19, 2006, and Amendment No. 26 to Schedule 13D filed with the Commission on June 22, 2006 (as amended, the “Schedule 13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 4. Purpose of the Transaction.

Item 4 is hereby supplemented as follows:

On July 5, 2006, Highland Capital Management, L.P. (“Highland Capital”) issued a press release relating to Motient Corporation (the “Company”). A copy of the press release is attached hereto as Exhibit 99.28 and is incorporated herein by reference.

As reflected by the foregoing actions, among others, the Reporting Persons are considering various plans or proposals which relate to or could result in the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D. Such plans or proposals could include acquisitions of additional shares in the open market or otherwise and potentially seeking possible changes in the present Board and management of the Company. In the interim and prior to formulating any definitive plan or proposal, the Reporting Persons may communicate with other stockholders regarding their concerns about the actions taken by the Company and its management.

HIGHLAND CAPITAL STRONGLY ADVISES ALL SECURITY HOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY HIGHLAND CAPITAL AND THE OTHER PARTICIPANTS IN THE SOLICITATION FOR USE AT THE COMPANY’S ANNUAL MEETING SCHEDULED TO BE HELD ON JULY 12, 2006. SUCH DEFINITIVE PROXY STATEMENT IS AVAILABLE FOR FREE AT THE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV, AT HIGHLAND CAPITAL’S PROXY WEBSITE AT HTTP://WWW.ABETTERMOTIENT.COM OR BY CONTACTING HIGHLAND CAPITAL’S SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885, OR BY COLLECT CALL AT (212) 929-5500.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented as follows:



Exhibit 99.28		Press release issued by Highland Capital Management, L.P. relating to Motient Corporation, dated July 5, 2006.


Page 14 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: July 5, 2006
	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

	Name:	James Dondero
	Title:	President

	/s/ James Dondero

	James Dondero

	PROSPECT STREET HIGH INCOME PORTFOLIO, INC.

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

	PROSPECT STREET INCOME SHARES INC.

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

	HIGHLAND LEGACY LIMITED

	By:	Highland Capital Management, L.P., its collateral manager
	By:	Strand Advisors, Inc., its general partner

		By:	/s/ James Dondero

		Name:	James Dondero
		Title:	President


Page 15 of 15


HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.

By:	Highland Crusader Fund GP, L.P., its general partner
By:	Highland Crusader GP, LLC, its general partner
By:	Highland Capital Management, L.P., its sole member
By:	Strand Advisors, Inc., its general partner

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

PAMCO CAYMAN, LIMITED

By:	Highland Capital Management, L.P., its collateral manager
By:	Strand Advisors, Inc., its general partner

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

HIGHLAND EQUITY FOCUS FUND, L.P.

By:	Highland Equity Focus Fund GP, L.P., its general partner
By:	Highland Equity Focus GP, LLC, its general partner
By:	Highland Capital Management, L.P., its sole member
By:	Strand Advisors, Inc., its general partner

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

HIGHLAND SELECT EQUITY FUND, L.P.

By:	Highland Select Equity Fund GP, L.P., its general partner

	By:	/s/ Michael S. Minces

	Name:	Michael S. Minces
	Title:	Vice President

HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.

By:	/s/ James Dondero

Name:	James Dondero
Title:	President

EX-99.28 2 d37552exv99w28.htm PRESS RELEASE exv99w28

Exhibit 99.28


Investor Contact:		Media Contact:
Larry Dennedy/Bob Sandhu		Denise DesChenes/Kara Findlay
MacKenzie Partners, Inc.		Citigate Sard Verbinnen
(212) 929-5500		(212) 687-8080

HIGHLAND CAPITAL WINS ISS SUPPORT

ISS Recommends Stockholders Vote Highland’s GOLD Proxy Card

Highland Capital Urges Stockholders to Replace Motient Board
and Vote ‘FOR’ its Director Nominees and Proposals

DALLAS, TX, July 5, 2006 – Highland Capital Management, L.P. today issued the following statement regarding Institutional Shareholder Services’ (“ISS”) recommendation to stockholders of Motient Corporation (PINK: MNCP) in connection with Motient’s Annual Meeting of Stockholders on July 12, 2006. ISS recommends Motient stockholders ‘DO NOT VOTE’ management’s white proxy card and vote Highland’s GOLD proxy card in favor of Highland nominees, Mr. Niles K. Chura and Mr. Charles Maynard, and against Motient’s 2006 Equity Incentive Plan.

In its analysis, ISS noted that, “...we feel that Motient has had corporate governance issues as indicated by selective stock repurchases, granting of options at below market price to board members, and related party transactions. Furthermore, we feel that management’s claim of the Exchange Transaction being ‘economically neutral’ for shareholders is based on undisclosed valuation assumptions, and hence difficult to verify. We believe that the company would benefit from greater oversight by outside and independent directors who have a vested stake in the firm.”

Highland stated, “We are extremely pleased and gratified that ISS, a highly respected independent advisor, has recognized the serious corporate governance issues and questionable practices occurring at Motient. The recommendation from ISS is consistent with our determination that Motient’s current Board of Directors is not acting in stockholders’ best interests.

“We are encouraged by ISS’ support and we agree with the concerns it notes regarding Motient’s questionable corporate governance practices, lack of evidence for valuation basis and transparency regarding the SkyTerra transaction, and Motient’s equity incentive plan, which it deemed too costly to stockholders. However, we believe that in order to fully correct the problems at Motient, and realize the significant potential for stockholder value generation, stockholders must replace the entire Board.

“We continue to believe that Motient’s proposed deal with SkyTerra is structurally and financially flawed, raises serious governance concerns, and delivers near-term economic harm with no “clear path” to maximizing value for stockholders. We urge our fellow stockholders to be careful not to evaluate the transaction based on a limited view of the potential of TerreStar and misinformation regarding the regulatory framework governing spectrum holdings. We also think Motient management should explain why it appears that the implied valuations of MSV in both the sale of MSV and the previous failed roll-up transaction of last Fall appear to benefit SkyTerra and its majority holder, Apollo Advisors, at our expense, as described in our definitive proxy statement.

“Furthermore, we believe the sale to SkyTerra will permanently limit the upside of Motient stock given the resulting likelihood of incremental dilution. We expect Motient will be forced to raise capital by conducting an extremely dilutive equity offering in order to pay the estimated corporate taxes of $50 — $80 million related to the SkyTerra transaction and to fund operations at TerreStar. A private equity raise at a time when Motient’s stock is down 23% from the date the SkyTerra transaction was announced will give SkyTerra/Apollo an opportunity to purchase additional equity in Motient and concentrate its ownership of TerreStar at a discount. Motient also may have to sell the SkyTerra stock it will receive in the transaction, which would provide an additional opportunity for SkyTerra/Apollo to further concentrate its ownership of MSV by purchasing this SkyTerra stock.

“We believe the Motient Board will continue to perpetuate poor results and improprieties, and as such, we urge stockholders to support our slate of eight independent, highly-experienced and well-respected nominees who each have a track record of excellence in their respective fields. We are convinced, based on the past actions and conflicts of the Motient Board and management, that Motient investors will

likely never realize the potential value of their investments unless the current Motient Board is removed. Finally, we are uncertain why it is in investors’ best interest to turn Motient’s assets over to SkyTerra/Apollo when stockholders now have the option to improve the management of Motient’s assets by replacing the Motient Board.”

Highland noted the following facts, which it believes show serious corporate governance failures and poor performance on the part of Motient’s Board and management:

–

Motient’s stock price has declined more than 50% since February 9, 2005, when Motient monetized Raj Singh’s interest in MSV by exchanging his interest in MSV for more than 8 million shares of Motient common stock at a time when Motient’s stock was trading near its all-time post-bankruptcy high.

–

In the past two years, Motient has operated without any officer having the title of CEO or CFO and has made no mention of a need to fill these positions.

–

While facing a hotly contested Board election, the Motient Board and management entered an agreement to sell a substantial portion of Motient’s assets without seeking stockholder approval.

–

The Board-approved proposed transaction with SkyTerra requires Motient to pay as much as $80 million in corporate taxes and hands control of MSV to SkyTerra without any apparent control premium, in exchange for ownership of non-voting shares in a lightly traded stock and only minimal SkyTerra Board representation (despite the fact that under the terms of the agreement with SkyTerra, Motient stockholders would have a majority ownership in SkyTerra).

–

Motient’s management has described itself as having “limited experience in running a satellite communications business.”

Highland believes its nominees to the Motient Board of Directors understand the potential future value of Motient’s assets and have the experience and expertise necessary to realize that value for stockholders. They are leaders in their fields, and include senior executives with over 115 years of operating experience in the satellite, wireless, telecom and cable industries, plus individuals with deep expertise in finance, valuation analysis and corporate governance.

Highland’s nominees are committed to finding the right strategic alternatives for

Motient as quickly as possible and are dedicated to protecting and maximizing stockholder value. If elected, Highland’s nominees intend to aggressively explore all courses of action to realize Motient’s potential short-term and long-term value for all stockholders, hire independent and reputable financial advisers, and initiate a search for a Chief Executive Officer and Chief Financial Officer. With a new board and management team guided by principles of good corporate governance, Highland believes the value of Motient would increase greatly. Under this scenario, we would expect Highland to again be a buyer of Motient stock.

Highland strongly encourages Motient stockholders to sign date and return the GOLD proxy card. If stockholders have previously signed a white proxy card, they may revoke that vote by immediately signing, dating and mailing the GOLD proxy card previously sent to them.

Stockholders who have questions about Highland’s solicitation, or need assistance in voting their GOLD proxy card, should call Highland’s proxy solicitors, MacKenzie Partners, Inc., Toll-Free at (800) 322-2885 or (212) 929-5500 (call collect). Additional information about Highland’s effort to replace Motient’s current Board of Directors is available at www.ABetterMotient.com.

About Highland Capital Management, L.P.

Based in Dallas, with offices in New York and London, Highland Capital Management, L.P. is an SEC-registered investment adviser specializing in credit and alternative investment investing. Highland Capital currently manages over $25 billion in leveraged loans, high yield bonds, structured products and other assets for banks, insurance companies, pension plans, foundations, and high net worth individuals.

HIGHLAND STRONGLY ADVISES ALL SECURITY HOLDERS OF MOTIENT TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY HIGHLAND AND THE OTHER PARTICIPANTS IN THE SOLICITATION FOR USE AT MOTIENT’S ANNUAL MEETING SCHEDULED TO BE HELD ON JULY 12, 2006. SUCH DEFINITIVE PROXY STATEMENT IS AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV, AT HIGHLAND’S PROXY WEBSITE AT HTTP://WWW.ABETTERMOTIENT.COM OR BY CONTACTING HIGHLAND’S SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885, OR BY COLLECT CALL AT (212) 929-5500.

###

GRAPHIC 3 d37552d3755250.gif GRAPHIC begin 644 d37552d3755250.gif M1TE&.#EAKP`B`/<``/S]^FN0O<3.X)RQSIRJR\;2X**UT>7K\/G[^H&:P\K3 MWGR4O>GM\=[@Z8V9Q7F)O3I[]':YSP\NGJ M[K7%V,W5X'F[KK(W&J#MVJ-NZJ]U;W)W#UHJ:2RSD%PJ(:NTO/V^*&M MT)ZGSH*3P#5CI/O\_.[R]:"IS,30W[[%V:JRTH20O]7>Z-7AR;[)VL+& MV][E[6B'L_KZ^M+6XM_DZ)JDS+G`V.'EZK6^UO+T]>3F[5>#MI6?R%Z#M)ZR MT,G5Y?;X^9*IRHJZ\TG.4O9RES)RTT>3DZH&9OM;@ZOCX^?S^^ZFSSHRA MQGV;P,/1XB-;H,+(V;6[U96NS>WN]'6%O#QLI\+)W'2&O)2IR)JERI*ER%^) MNJ&ZUOGY^O#T]+;"V$]ZL'"1O7&0NMSCZ[7#UG>6OJ^UT>+I[Y>VTE=SL&A\ MN(VEQL?4XV!VM//U]O'T]G&$NEQXM+;&W.KP]-/]V?[^__S\_)ZGRY.JS(RYZW`U[G.X-#;Z+[-V[*WU+K'VZJ\ MU(NAP:^[U=#7X^/CZM77Y(.HRPJVTU(^LSI>NS)6FR;"XTYBIQXBER:NSTF.(N)"=QG:2N;B]VF^#N.?H MZZJXSIJQSY:DS/[^_O___R'Y!```````+`````"O`"(```C_`/\)'$BPH,&# M"!,J7,@0X2]>CI+]:DBQHL6+&#-JW'B1ER@/@X;YXTBRI,F3*#?Z2R+AQ@84 MCE+*G$FSIL5?PQRM$Z1&39-%F"KPLDFTJ-&,O_P]K)#,T943-XA,4*(X\C?2J]V[*=!0@$RZ],(K M(]!PLHQ9L-K-ACT;DV'`F>G;N`6B5AU$F9TU#:)\4Q=O4Q-M-W2YF@WO1VZ2 MZ4R8P$:K%P41TJ\\;RB9MX,?7"28_ULPE=X&?#=0 MB=L-"N%G"!`/`'\P0DD&L_S#BS^\X`?,@@_Y`\P_$R'#"S!;+6C@@\#@-Q"% M#P[$RX=##?7+@P\1]&%!>J&1B65&A%=`/U,!L<$Q-]BRG@SM%11,$4A8@4L+ M6'#0H4`<;C70+UI-F*"'&GJ8((A+"I0@A4T:..%[+6C"`#+_^),*)<0(I((6 M)7##I2].),#&`&3440$Q1;#Q0B$`N,&&*2T`4\TGYU113),53,!!,&$"<\`G M=QSP3S(#,-(',0.#%,GPXHL*I:#2"S$0[$)7 M+V64<*`_59@2###^"&!(,!4TV+A'.JC;-5H4*T5P29J8&^0#!DE^LD4,+*4O:2;#"S(.'' M2/Q"``8`Y<8"0S%9Z+##((R0$RT`W91";K3$M"(&QM%F.8ET)A@P[D"Q@"+, M/TQWT0M=+8_T"PL!^(*D(HBL+``87^MXRR$E`"W0$1-H80H`O63_(5`%$6/R M#S$\W+$'KO[@\@Z`%"![0-54,8AH*13^C^AU`![U9I@]V%.P>=70HW,,`P3]L"O1TW05>DH$`IY0QT0"RH4/$.``K\'3BL2'0P MO($-,,,XJ-OTHPLS,M)(L@R0?!&M'O4P13$4,HQ4```:E[`6K$ZW@RQX(1U& M:YXM.!(`8%0@&%NKA"V3X`VUUJ0(B M.GA#PO'@'\&P!L-6$`BJ\6`<_GB&-TI1!?5)H1S^\,4@`E"M#8%@%?,#AP1B M\)K\HH*A&/.L?(>C"&49RA%M\[1ECD`2LG""% M$%2``620A`D%D@0EK$89S@#'+*+0CBG083'H><-ZV@`)-0Z$`7*@P@%X$8P, M*.)@L\#",(#Q"`*H8GO^2%8TY2B-H5I3&CLH2!)@H4YA9$,*P8*5U%+'B@L4 M8P6`B``_RR0@ZH0``Y/T,`3[#D0B`6UPP7)F\`.[<9$'*3C%)0#1`I?_^B,# M>V`!+UB152'D"AO\P$`N2F>H.43`!Z4+P2TBD`'$^6`"V/@'`V!0UDQ5H!&M M$,<*KC&':R#2%^#M12_`ZPMAC*0"X'W$4.A2`?'*;E[!\,784E>!0`H#```0 MANSD6]],!2.^[QJ&>6$UO`H(PQ?%$*\PQD@D%-"#-9FI(FPZ(PM7_$`%O^L2 M?(I!#`4:"+_0\@>4;K@,+0\`QSH]) M)!`-"+N&,+$AP0+LX%@=&]DN_@`''2Z3F=>P)3:RL$03G'GD*A.%%X/8!)-_ M/.%7<&(O&>8*`(JAW[/.BQCP@4]_E^@/-,_._Q\``QL`JF3EBA0#!3UHC6:> MW!E+/,$#CPD#.T20@6HPP`EE0$$N9B$"'@CA!-48`BI&(0(/B.`$;A@O&:`E MCR*$ND61X`!/M<'(3+%"$J-+\ MYS+9@00DH`&3CH`+'X`"S8#.=)/L^PKAB$(4#G$%;#?]ZA7Q1S+T@8(A;()A /6`\[22@4!258/>P!`0`[ ` end