8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2002

ECHOSTAR COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in charter)

NEVADA
(State or other jurisdiction
of incorporation) 0-26176
(Commission
File Number) 88-0336997
(IRS Employer
Identification No.)

5701 S. SANTA FE DRIVE LITTLETON, COLORADO (Address of principal executive offices)	80120 (Zip Code)
Registrant’s telephone number, including area code:	(303) 723-1000

ITEM 5. OTHER EVENTS

     On December 18, 2002, EchoStar Communications Corporation (“EchoStar”) announced that it has agreed to repurchase Vivendi Universal’s stake in EchoStar. See Press Release, dated December 18, 2002, “EchoStar Announces Repurchase of Series D Convertible Preferred Stock” attached hereto as Exhibit 99.1.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ECHOSTAR COMMUNICATIONS CORPORATION
Dated: December 18, 2002	By:	/s/ Michael R. McDonnell Michael R. McDonnell, Senior Vice President Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release “EchoStar Announces Repurchase of Series D Convertible Preferred Stock” dated December 18, 2002.

EX-99.1 3 d02087exv99w1.txt EX-99.1 PRESS RELEASE DATED DECEMBER 18, 2002 EXHIBIT 99.1 ECHOSTAR ANNOUNCES REPURCHASE OF SERIES D CONVERTIBLE PREFERRED STOCK LITTLETON, COLO., - DEC. 18, 2002 - EchoStar Communications Corporation (Nasdaq: DISH) announced today that it has agreed to repurchase Vivendi Universal's stake in EchoStar. As part of this transaction, Vivendi Universal will convert its Series D Convertible Preferred Stock into approximately 57.6 million shares of EchoStar Class A Common Stock. These shares will then immediately be acquired by EchoStar at a price of $18.50 per common share, for a total transaction price of approximately $1.066 billion. The transaction will close Dec. 23, 2002. As a result of this transaction, Vivendi Universal's contingent value rights under the companies' original investment agreement will be terminated. The termination of these contingent value rights will result in an approximate $170 million non-cash gain for EchoStar in the fourth quarter of 2002. EchoStar Communications Corporation and its DISH Network satellite TV system provide over 500 channels of digital video and CD-quality audio programming as well as advanced satellite TV receiver hardware and installation nationwide. EchoStar is included in the Nasdaq-100 Index (NDX) which contains the largest non-financial companies on the Nasdaq Stock Market. Visit EchoStar's Investor Relations website at (www.echostar.com). DISH Network currently serves 8 million customers in the United States. DISH Network is located on the Internet at (www.dishnetwork.com). Investor Relations Contact: Jason Kiser, 303-723-2210, jason.kiser@echostar.com Press Contact: Marc Lumpkin, 303-723-2020, marc.lumpkin@echostar.com ### -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

      ECHOSTAR ANNOUNCES REPURCHASE OF SERIES D CONVERTIBLE PREFERRED STOCK


         LITTLETON, COLO., - DEC. 18, 2002 - EchoStar Communications Corporation
         (Nasdaq: DISH) announced today that it has agreed to repurchase Vivendi
         Universal's stake in EchoStar. As part of this transaction, Vivendi
         Universal will convert its Series D Convertible Preferred Stock into
         approximately 57.6 million shares of EchoStar Class A Common Stock.
         These shares will then immediately be acquired by EchoStar at a price
         of $18.50 per common share, for a total transaction price of
         approximately $1.066 billion. The transaction will close Dec. 23, 2002.

         As a result of this transaction, Vivendi Universal's contingent value
         rights under the companies' original investment agreement will be
         terminated. The termination of these contingent value rights will
         result in an approximate $170 million non-cash gain for EchoStar in the
         fourth quarter of 2002.

         EchoStar Communications Corporation and its DISH Network satellite TV
         system provide over 500 channels of digital video and CD-quality audio
         programming as well as advanced satellite TV receiver hardware and
         installation nationwide. EchoStar is included in the Nasdaq-100 Index
         (NDX) which contains the largest non-financial companies on the Nasdaq
         Stock Market. Visit EchoStar's Investor Relations website at
         (www.echostar.com). DISH Network currently serves 8 million customers
         in the United States. DISH Network is located on the Internet at
         (www.dishnetwork.com).


 Investor Relations Contact: Jason Kiser, 303-723-2210, jason.kiser@echostar.com
 Press Contact: Marc Lumpkin, 303-723-2020, marc.lumpkin@echostar.com


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