SC 13D/A 1 0001.txt AMENDMENT TO 13D FILED 10-22-99 (005-57011) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13d (Amendment No.1) XM SATELLITE RADIO (Name of Issuer) Class A Common Stock, $.01 par value per share (Title of Class of Securities) 983759-10-1 (CUSIP Number) Anne T. Larin Legal Staff General Motors Corporation 300 Renaissance Center Detroit, Michigan 48265-3000 (313) 665-4927 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2000 (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 Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following box . 1 NAME OF REPORTING PERSON: General Motors Corporation 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 38-0572515 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) X (B) 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: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 5,553,252. 8. SHARED VOTING POWER: 5,553,252. 9. SOLE DISPOSITIVE POWER: 5,553,252. 10. SHARED DISPOSITIVE POWER: 5,553,252. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 11,861,221. 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: . 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.0%. 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO. 2 1. NAME OF REPORTING PERSON: Hughes Electronics Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 52-1106564 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)X (B) 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: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: -0- 8. SHARED VOTING POWER: 6,307,969. 9. SOLE DISPOSITIVE POWER: -0- 10. SHARED DISPOSITIVE POWER: 6,307,969. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,307,969. 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: . 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO. 3 1. NAME OF REPORTING PERSON: DIRECTV Enterprises, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 95-4511942 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)X (B) 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: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: -0- 8. SHARED VOTING POWER: 6,307,969. 9. SOLE DISPOSITIVE POWER: -0- 10. SHARED DISPOSITIVE POWER: 6,307,969. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,307,969. 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: . 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO. 4 Item 2. Identity and Background. The names, business addresses, and principal businesses of each of the directors and executive officers of GM, Hughes, and DIRECTV (the "Reporting Persons") are set forth on Schedule I hereto and incorporated by reference herein. To the best knowledge of the Reporting Persons, each of its respective executive officers and directors is a Untied States citizen other than Nobuyuki Idei, who is a citizen of Japan, Percy N. Barnevik, who is a citizen of Sweden, and Eckhard Pfeiffer, who is a citizen of Germany. Item 3. Source and Amount of Funds or Other Consideration. DIRECTV purchased 754,717 shares of 8.25% Series C Convertible Redeemable Preferred Stock due February 1, 2012 (the "Series C Preferred Stock") for an aggregate of $20 million. Item 4. Purpose of Transaction. DIRECTV acquired the Series C Preferred Stock as an equity investment in the Issuer, both to strengthen the financial condition, and to share in a possible increase in value, of a significant business associate. Item 5. Interest in Securities of the Issuer The Reporting Persons may be deemed to be a part of a group (within the meaning of Section 13(d) of the Exchange Act) that is composed of the Reporting Persons and the following entities by virtue of the Shareholders' Agreement: (1) Clear Channel Investments, Inc. ("Clear Channel"); (2) Motient Corporation ("Motient"); (3) Telcom-XM Investors, L.L.C. ("Telcom"); (4) Madison Dearborn Capital Partners III, L.P. ("M-D Capital Partners"), Madison Dearborn Special Equity III, L.P. ("M-D Special Equity"), and Special Advisors Fund I, L.L.C. ("Special Advisors," and, together with M-D Capital Partners and M-D Special Equity, "Madison Dearborn"); (5) Baron Asset Fund, Baron iOpportunity Fund and Baron Capital Asset Fund (collectively, "Baron"); (6) Columbia XM Radio Partners, LLC ("Columbia XM Radio"), Columbia Capital Equity Partners III (QP), L.P. ("Columbia Capital Equity")and Columbia XM Satellite Partners III, LLC ("Columbia XM Satellite and together with Columbia XM Radio and Columbia Capital Equity, "Columbia"); (7) AEA XM Investors I LLC and AEA XM Investors II LLC (collectively, "AEA"); and (8) American Honda Motor Co., Inc. ("Honda"). The Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock of the Issuer held by the other members of the group, and the filing of this Statement by the Reporting Persons shall not be construed as an admission by the Reporting Persons that they are, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any of the shares of Class A Common Stock of the Issuer held by the other members of the group. 5 Based solely upon the Available Data, the Reporting Persons believe that, as of August 8, 2000, the members of the group beneficially owned the number of shares of Class A Common Stock of the Issuer set forth in the table below, constituting in each case that percentage of the Class A Common Stock of the Issuer outstanding on August 8, 2000 set forth in the table. The Issuer's Series A convertible preferred stock is convertible into Class A Common Stock on a one-for-one basis. The Issuer's Series C Preferred Stock is convertible into shares of Class A Common Stock at the current conversion price of $26.50. Name of Beneficial Owner Number of Shares Percentage ------------------------ ---------------- ---------- MOTIENT 16,757,262 34.3% CLEAR CHANNEL 8,329,877 25.8% COLUMBIA 3,531,343 10.9% TELCOM 2,776,626 8.6% MADISON DEARBORN 4,663,418 14.4% AEA 2,264,151 7.0% HONDA 1,886,792 5.8% BARON 2,253,314 7.0% Except for the transactions reported in this Statement, the Reporting Persons have not engaged in any other transactions in the Issuer's Class A Common Stock within the past 60 days. To the best knowledge of the Reporting Persons, none of the Reporting Persons' executive officers, managing directors or general partners (as applicable) has effected any transactions in the Class A Common Stock within the past 60 days. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) on October 8, 1999, each of GM and DIRECTV acquired from the Issuer in a private placement 5,393,252 shares of the Issuer's Series A convertible preferred stock upon conversion of $50,000,000 principal amount (plus accrued interest) of convertible subordinated notes previously issued to each of GM and DIRECTV by the Issuer, at a conversion price of approximately $9.52 per share, (2) on October 8, 1999, each of GM and DIRECTV acquired 160,000 shares of the Issuer's Class A Common Stock in the Issuer's initial public offering (the "Offering"), at a purchase price of $12.00 per share, the initial public offering price of the Class A Common Stock, and (3) on August 8, 2000, DIRECTV acquired 20,000 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. 6 Based solely upon the information set forth in the Issuer's Registration Statement, dated June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) on October 8, 1999, Clear Channel acquired from the Issuer in a private placement 8,089,877 shares of Class A Common Stock upon conversion of $75,000,000 principal amount (plus accrued interest) of a convertible subordinated note previously issued to Clear Channel by the Issuer, at a conversion price of approximately $9.52 per share, and (2) on October 8, 1999, Clear Channel acquired 240,000 shares of the Issuer's Class A Common Stock in the Offering, at a purchase price of $12.00 per share, the initial public offering price of the Class A Common Stock. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) on October 8, 1999, Telcom acquired from the Issuer in a private placement 2,696,626 shares of Class A Common Stock upon conversion of $25,000,000 principal amount (plus accrued interest) of convertible subordinated notes previously issued to Telcom by the Issuer, at a conversion price of approximately $9.52 per share, and (2) on October 8, 1999, Telcom acquired 80,000 shares of the Issuer's Class A Common Stock in the Offering, at a purchase price of $12.00 per share, the initial public offering price of the Class A Common Stock. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) on October 8, 1999 Columbia acquired from the Issuer in a private placement 2,696,626 shares of Class A Common Stock upon conversion of $25,000,000 principal amount (plus accrued interest) of convertible subordinated notes previously issued to Telcom by the Issuer, at a conversion price of approximately $9.52 per share, (2) on October 8, 1999 Columbia acquired 80,000 shares of the Issuer's Class A Common Stock in the Offering, at a purchase price of $12.00 per share, the initial public offering price of the Class A Common Stock, (3) on August 8, 2000, Columbia XM Radio acquired 4,500 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, (4) on August 8, 2000, Columbia XM Satellite acquired 8,203.313 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, and (5) on August 8, 2000, Columbia Capita Equity acquired 7,296.687 acquired shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) on October 8, 1999, M-D Capital Partners acquired from the Issuer in a private placement 2,622,200 shares of Class A Common Stock upon conversion of $24,310,000 principal amount (plus accrued interest) of convertible subordinated notes previously issued to M-D Capital Partners by the Issuer, at a conversion price of approximately $9.52 per share, (2) on October 8, 1999, M-D Capital Partners acquired 80,000 shares of the Issuer's Class A Common Stock in the Offering, at a purchase price of $12.00 per share, the initial public offering price of the Class A Common Stock and (3) on August 8, 2000, M-D Capital Partners acquired 48,914 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. 7 Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) on October 8, 1999, M-D Special Equity acquired from the Issuer in a private placement 58,247 shares of Class A Common Stock upon conversion of $540,000 principal amount (plus accrued interest) of convertible subordinated notes previously issued to M-D Special Equity by the Issuer, at a conversion price of approximately $9.52 per share and (2) on August 8, 2000, M-D Special Equity acquired 1,086 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that on October 8, 1999, Special Advisors acquired from the Issuer in a private placement 16,179 shares of Class A Common Stock upon conversion of $150,000 principal amount (plus accrued interest) of convertible subordinated notes previously issued to Special Advisors by the Issuer, at a conversion price of approximately $9.52 per share. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons believe that: (1) in January 1999, Motient loaned the Issuer approximately $21.4 million, in exchange for shares of common stock of the Issuer and a note convertible into additional shares of common stock of the Issuer, (2) on July 7, 1999, Motient acquired from XM Ventures, a trust established by Worldspace, all of Worldspace's debt and equity interests in the Issuer, other than a $75 million loan from Worldspace to the Issuer, in exchange for 8,614,244 shares of Motient's common stock, par value $.01 per share (the "Exchange Transaction"), (3) immediately after the Exchange Transaction, the Issuer reorganized its capital structure and the shares of common stock of the Issuer owned by Motient were exchanged on a one-for-one basis for shares of Class B Common Stock and as a result, Motient owned 125 shares of Class B Common Stock of the Issuer, which constituted 100% of the outstanding Class B Common Stock, and which were the only shares of the Issuer's capital stock then outstanding; also as part of this reorganization, certain of the debt interests acquired by Motient in the Exchange Transaction were exchanged for a single convertible note issued by the Issuer, convertible into shares of the Issuer's Class B common stock, (4) in September 1999, the Issuer effected a 53,514 for 1 stock split and as a result, the 125 shares of Class B Common Stock then owned by Motient were exchanged for 6,689,250 shares of Class B Common Stock, (5) on October 8, 1999, upon the completion of the Offering, all of the convertible notes of the Issuer owned by Motient converted into 11,182,926 shares of Class B Common Stock and as a result of this conversion, as of October 8, 1999, Motient owned an aggregate of 17,872,176 shares of Class B Common Stock, (6) on October 8, 1999, Motient acquired 200,000 shares of the Issuer's Class A Common Stock in the Offering, at a purchase price of $12.00 per share, the initial public offering price of the Class A Common Stock, and (7) on January 17, 2000, Motient transferred 1,314,914 shares of the Issuer's Class A Common Stock to Baron Asset Fund pursuant to the terms of a note issued by Motient to Baron Asset Fund. 8 Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and in the Available Data, the Reporting Persons believe that: (1) on August 8, 2000, AEA XM Investors I LLC acquired 6,869 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, and (2) on August 8, 2000, AEA XM Investors II LLC acquired 53,131 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and in the Available Data, the Reporting Persons believe that on August 8, 2000, Honda acquired 50,000 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. Based solely upon the information set forth in the Issuer's Registration Statement, filed June 13, 2000, and in the Available Data, the Reporting Persons believe that: (1) on January 17, 2000, Baron Asset Fund acquired 1,314,914 shares of the Issuer's Class A Common Stock from Motient pursuant to the terms of a note issued by Motient to Baron Asset Fund, (2) on August 8, 2000, Baron Asset Fund acquired 31,000 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, (3) on August 8, 2000, Baron iOpportunity Fund acquired 2,000 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share, and (4) on August 8, 2000, Baron Capital Asset Fund acquired 2,000 shares of the Issuer's Series C Preferred Stock at a purchase price of $1,000 per share. The Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Shareholders' Agreement. Set forth below is a description of certain material ------------------------ provisions of the Shareholders' Agreement: Governance Provisions. The Issuer's board of directors consists of eleven members, one of whom is selected by Telcom, one of whom is selected by GM or DIRECTV, one of whom is selected by Clear Channel, one of whom is selected by AEA Investors, five of whom are selected by Motient, and two independent directors, one of whom must be approved by Motient, and one of whom must be approved by a majority of the other parties to the Shareholders' Agreement. Following receipt of approval of the FCC to transfer control of the Issuer from Motient to a diffuse group of shareholders, the Issuer's board of directors will consist of ten members, one of whom will be selected by Telcom, one of whom will be selected by GM or DIRECTV, one of whom will be selected by Clear Channel, one of whom will be selected by AEA Investors, three of whom will be selected by Motient, two independent directors of recognized industry experience and stature whose nominations must be approved by Motient and the other parties to the Shareholders' Agreement, and one of whom will be the Issuer's President and Chief Executive Officer. The foregoing board rights are subject to the parties to the Shareholders' Agreement maintaining their original investment or certain minimum share percentages in the Issuer. 9 Conversion of Class B Stock to Class A Stock. The Class B Stock owned by Motient is convertible into Class A Stock, on a one-for-one basis, at any time at Motient's discretion. In addition, under the Shareholders' Agreement, the holders of a majority of the outstanding shares of Class A Stock, which must include at least 20% of the public holders of the Class A Stock, may require conversion by Motient. This conversion will not be effected, however, if the FCC does not approve the transfer of control of the Issuer from Motient to a diffuse group of shareholders. Non-Competition. Motient has agreed not to compete with the Issuer in the satellite radio business in the United States for so long as Motient holds 5% of the Issuer's common stock and for a period of three years following any transfer which results in Motient owning less than 5% of the Issuer's common stock. Registration Rights Agreement. In addition to the contracts and agreements -------------------------------- described above and in Item 4 above, American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C. have certain registration rights with respect to the Securities, pursuant to an amended and restated registration rights agreement, dated as of August 8, 2000 (the "Registration Rights Agreement"), by and among the Issuer, American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C. and certain other stockholders named therein. Commencing July 7, 2000, certain stockholders that are party to the Registration Rights Agreement are entitled to demand registration with respect to their Class A Stock, including shares issuable upon conversion of other securities. The Series C investors receive their demand right beginning on August 9, 2000. These rights are subject to the Issuer's right to defer the timing of a demand registration and an underwriters' right to cut back shares in an underwritten offering. In addition to these demand rights, following the Issuer's commencement of commercial operation, parties to the Registration Rights Agreement holding, in the aggregate, the shares of Class A Stock having a fair market value of not less than $25,000,000, may request the Issuer to file a registration statement pursuant to Rule 415. The Series C investors also have a right to demand registration upon a change of control of the Company. Parties to the Registration Rights Agreement also have rights to include their Class A Stock in registered offerings initiated by the Issuer, other than an offering for high yield debt. 10 Item 7. Materials to be Filed as Exhibits. Exhibit 1 Amended and Restated Shareholders' Agreement, dated as of August 8, 2000, by and among XM Satellite Radio Holdings Inc., Motient Corporation, Baron Asset Fund, Baron iOpportunity Fund, Baron Capital Asset Fund, Clear Channel Investments, Inc., Columbia XM Radio Partners, LLC, Columbia Capital Equity Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC, DIRECTV Enterprises, Inc., General Motors Corporation, Madison Dearborn Capital Partners III, L.P., Special Advisors Fund I, LLC, Madison Dearborn Special Equity III, L.P., American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C. (incorporated by reference to the Issuer's to Exhibit 10.1 to Amendment No. 1 to the Issuer's Registration Statement on Form S-1 (File No. 333-39176)). Exhibit 2 Amended and Restated Registration Rights Agreement, dated as of August 8, 2000, by and among XM Satellite Radio Holdings Inc., Motient Corporation, Baron Asset Fund, Baron iOpportunity Fund, Baron Capital Asset Fund, Clear Channel Investments, Inc., Columbia XM Radio Partners, LLC, Columbia Capital Equity Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC, DIRECTV Enterprises, Inc., General Motors Corporation, Madison Dearborn Capital Partners III, L.P., Special Advisors Fund I, LLC, Madison Dearborn Special Equity III, L.P., American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C. (incorporated by reference to the Issuer's to Exhibit 10.2 to Amendment No. 1 to the Issuer's Registration Statement on Form S-1 (File No. 333-39176)). 11 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. GENERAL MOTORS CORPORATION By: Thomas A. Gottschalk -------------------- Name: Thomas A. Gottschalk Title: Senior Vice President and General Counsel Date: August 21, 2000 12 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. HUGHES ELECTRONICS CORPORATION By: Roxanne S. Austin ----------------- Name: Roxanne S. Austin Title: Senior Vice President and Chief Financial Office Date: August 21, 2000 13 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. DIRECTV ENTERPRISES, INC. By: Robert L. Meyers ---------------- Name: Robert L. Meyers Title: Executive Vice President and Chief Financial Officer Date: August 21, 2000 14 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS General Motors Corporation The name, business address, present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors is set forth below. Unless otherwise specified, the business address of each person listed below is 100 Renaissance Center, Detroit, Michigan 48243-7301. NAME, BUSINESS ADDRESS AND PRINCIPAL OCCUPATION, IF NOT EXECUTIVE OFFICER OF GM POSITION WITH GM Percy N. Barnevik Director Chairman, ABB Ltd. Affolternstrasse 44 Box 8131 CH-8050 Zurich Switzerland John H. Bryan Director Chairman, Sara Lee Corporation Three First National Plaza, 46th Floor Chicago, Illinois 60602-4260 Thomas E. Everhart Director Professor Emeritus and Professor of Electrical Engineering and Applied Physics California Institute of Technology 1200 E. California Blvd. Pasadena, California 91125 John D. Finnegan Executive Vice President; Chairman and President, General Motors Acceptance Corporation George M.C. Fisher Director Chairman, Eastman Kodak Company 343 State Street Rochester, New York 1460-0229 15 Nobuki Idei Director President and Chief Executive Officer Sony Corporation 6-7-35 Kitashinagawa Shinagawa-ku Tokyo 141-0001 Japan Karen Katen Director Executive Vice President, Pfizer Pharmaceuticals Group and President, U.S. Pharmaceuticals Pfizer, Inc. 235 East 42nd Street New York, New York 10017-5755 J. Michael Losh Executive Vice President and Chief Financial Officer J. Willard Marriott, Jr. Director Chairman and Chief Executive Officer Marriott International, Inc. One Marriott Drive Washington, D.C. 20058 Harry J. Pearce Vice Chairman Eckhard Pfeiffer Director Chairman, Intershop Communications AG/Inc. 7 Saddlebrook Lane Houston, Texas 77024 John F. Smith, Jr. Chairman G. Richard Wagoner, Jr. Chief Executive Officer Lloyd D. Ward Director Chairman and Chief Executive Officer Maytag Corporation 403 West 4th Street, North Newton, Iowa 50208 16 Dennis Weatherstone Director c/o J. P. Morgan & Co., Incorporated 60 Wall Street, 21st Floor New York, New York 10260 Ronald L. Zarrella Executive Vice President; President, GM North America Hughes Electronics Corporation ------------------------------ The name, business address, present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Hughes is set forth below. Unless otherwise specified, the business address of each person listed below is 200 North Sepulveda Blvd., El Segundo, California 90245. NAME, BUSINESS ADDRESS AND PRINCIPAL OCCUPATION, IF NOT EXECUTIVE OFFICER OF HUGHES POSITION WITH HUGHES Roxanne S. Austin Senior Vice President and Chief Financial Officer James M. Cornelius Director Chairman, Guidant Corporation P.O. Box 44906 Indianapolis, Indiana 46244 Thomas E. Everhart Director (See occupation and address above) Eddy W. Hartenstein Senior Executive Vice President--Consumer Sector J. Michael Losh Director (See occupation and address above) Peter A. Lund Director Chief Executive Officer DreamLife, Inc. 425 West 15th Street New York, New York 10011 17 Harry J. Pearce Director (See occupation and address above) Eckhard Pfeiffer Director (See occupation and address above) Jack A. Shaw Senior Executive Vice President--Enterprise Sector Alfred C. Sikes Director President, Hearst Interactive Media The Hearst Corporation 959 8th Avenue New York, New York 10019 John F. Smith, Jr. Director (See occupation and address above) Michael T. Smith Chairman and Chief Executive Officer Bernee D.L. Strom Director President, InfoSpace Ventures LLC 5505 Lake Washington Kirkland, Washington 98033 DIRECTV Enterprises, Inc. ------------------------- The name, business address, present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of DIRECTV is set forth below. Unless otherwise specified, the business address of each person listed below is 2230 East Imperial Hwy., El Segundo, California 90245. NAME, BUSINESS ADDRESS AND PRINCIPAL OCCUPATION, IF NOT EXECUTIVE OFFICER OF DIRECTV POSITION WITH DIRECTV David A. Baylor Executive Vice President Odie Donald President 18 William A. Casamo Executive Vice President Larry Chapman Executive Vice President Eddy W. Hartenstein Director Robert L. Meyers Executive Vice President and Chief Financial Officer 19