-----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, AMKCCxfAUQSZyeAH9FjRKarWnToHSu++rHZ1H0R0IgSRK5cVPyXLg8VAIrQIAMtm d/994N1T6DscWVPqq85aWw== 0000950134-02-001871.txt : 20020415 0000950134-02-001871.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-001871 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECHOSTAR COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001001082 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 880336997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68618 FILM NUMBER: 02569306 BUSINESS ADDRESS: STREET 1: 5701 SOUTH SANTA FE DRIVE CITY: LITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 3037231000 MAIL ADDRESS: STREET 1: 5701 SOUTH SANTA FE DRIVE CITY: LITTLETON STATE: CO ZIP: 80120 424B3 1 d94817e424b3.txt PROSPECTUS - FILE NO. 333-68618 PROSPECTUS SUPPLEMENT #1 FILED PURSUANT TO RULE 424(b)(3) (TO PROSPECTUS DATED JANUARY 25, 2002) REGISTRATION NO. 333-68618 ECHOSTAR COMMUNICATIONS CORPORATION $1,000,000,000 5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2008 - -------------------------------------------------------------------------------- This prospectus supplement relates to the offer and sale from time to time by certain selling securityholders of our 5 3/4% Convertible Subordinated Notes due 2008 and the shares of our class A common stock into which the convertible notes are convertible. This prospectus supplement should be read in conjunction with the prospectus dated January 25, 2002, which is to be delivered with this prospectus supplement. The definitions for any capitalized terms used in this prospectus supplement are included in the prospectus. SELLING SECURITYHOLDERS The information in the table included under the heading "Selling Securityholders" in the prospectus is superceded in part by the information appearing in the following table:
PRINCIPAL AMOUNT OF SHARES OF CLASS A CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED NAME AND OFFERED HEREBY OFFERING HEREBY (1) Akela Capital Master Fund Ltd. $1,000,000 23,100 Argent Classic Convertible Arbitrage Fund L.P. $9,650,000 222,915 Associated Electric & Gas Insurance Services $1,000,000 23,100 Limited BNP Paribas Equity Strategies, SNC $1,000,000 23,100 First Union Securities, Inc. $5,280,000 121,968 HBK Master Fund L.P. $47,000,000 1,085,701 KBC Financial Products USA Inc. $6,000,000 138,600 Onyx Fund Holdings, LDC $13,000,000 300,300 RAM Trading Ltd. $31,000,000 716,101 Rockhaven Premier Dividend Fund $800,000 18,480 R(2)Investments, LDC $70,000,000 1,617,002 UBS O'Connor LLC F/B/O UBS Global Equity $9,000,000 207,900 Arbitrage Master Ltd. UBS Warburg LLC $48,105,000 1,111,227
PRINCIPAL AMOUNT OF SHARES OF CLASS A CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED NAME AND OFFERED HEREBY OFFERING HEREBY (1) Other current and future holders of ($335,488,360) (7,749,789) convertible notes (2)
- ---------- (1) Assumes a conversion price of $43.29 per share and the payment of cash in lieu of fractional shares. (2) Information concerning other selling securityholders, including current holders of convertible notes for which we have not received current information regarding their holdings of convertible notes and class A common stock, or information reflecting transfers of their convertible notes and class A common stock to other selling securityholders, will be included in supplements to this prospectus, if required. For purposes of this table, we have assumed that such holders do not beneficially own any other shares of class A common stock, other than the shares issuable upon conversion of the convertible notes. SEE "RISK FACTORS" BEGINNING ON PAGE 11 OF THE PROSPECTUS FOR CERTAIN RISKS YOU SHOULD CONSIDER BEFORE YOU PURCHASE ANY CONVERTIBLE NOTES OR SHARES OF CLASS A COMMON STOCK. - -------------------------------------------------------------------------------- Neither the SEC nor any state securities commission has approved or determined whether the prospectus or this prospectus supplement is truthful or complete. Nor have they made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense. - -------------------------------------------------------------------------------- The date of this prospectus supplement is March 7, 2002
-----END PRIVACY-ENHANCED MESSAGE-----