SC 13D/A 1 d29060sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

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)

September 29, 2005
(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 16
  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) 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
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):
1.7%
  14.Type of Reporting Person (See Instructions):
CO/IV

 

             
CUSIP No. 619908304 Page 3 of 16
  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) 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
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 4 of 16
  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) 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
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):
0.3%
  14.Type of Reporting Person (See Instructions):
OO

 

             
CUSIP No. 619908304 Page 5 of 16
  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) 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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
5,352,497
8. Shared Voting Power:
0
9. Sole Dispositive Power:
5,352,497
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):
8.1%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 619908304 Page 6 of 16
  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) 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
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):
0.3%
  14.Type of Reporting Person (See Instructions):
OO

 

             
CUSIP No. 619908304 Page 7 of 16
  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) 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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,518,779
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,518,779
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):
2.3%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 619908304 Page 8 of 16
  1. Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
119,283
8. Shared Voting Power:
0
9. Sole Dispositive Power:
119,283
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 16
  1. Name of Reporting Person:
Highland Capital Management Services, Inc.		 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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
182,748
8. Shared Voting Power:
0
9. Sole Dispositive Power:
182,748
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 16
  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) 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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8,822,764
8. Shared Voting Power:
0
9. Sole Dispositive Power:
8,822,764
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):
13.3%
  14.Type of Reporting Person (See Instructions):
IA/PN

 

             
CUSIP No. 619908304 Page 11 of 16
  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) 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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8,822,764
8. Shared Voting Power:
0
9. Sole Dispositive Power:
8,822,764
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):
13.3%
  14.Type of Reporting Person (See Instructions):
CO

 

             
CUSIP No. 619908304 Page 12 of 16
  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) 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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
9,024,326
8. Shared Voting Power:
0
9. Sole Dispositive Power:
9,024,326
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):
13.6%
  14.Type of Reporting Person (See Instructions):
IN

 

Page 13 of 16
     This Amendment No. 6 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 15, 2005 and Amendment No. 5 to Schedule 13D filed with the Commission on September 7, 2005 (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 September 29, 2005, Highland Capital Management, L.P. sent a letter to the Chief Operating Officer of Motient Corporation (the “Company”) expressing its concern regarding certain matters set forth in that certain Current Report on Form 8-K filed by the Company on September 22, 2005. A copy of this letter is attached hereto as Exhibit 6.
Item 7. Material to be Filed as Exhibits.
     Item 7 is hereby amended and supplemented as follows:
     
     Exhibit 6
  Letter of Highland Capital Management, L.P. to the Chief Operating Officer of Motient Corporation, dated September 29, 2005.

 

 

Page 14 of 16
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: September 29, 2005
             
    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
 
            
    HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
 
            
    By:   Highland Capital Management, L.P., its general partner
    By:   Strand Advisors, Inc., its general partner
 
            
 
      By:   /s/ James Dondero
 
           
 
      Name:   James Dondero
 
      Title:   President

 

 

Page 15 of 16
             
    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 Capital Management, L.P., its general partner
    By:   Strand Advisors, Inc., its general partner
 
            
 
      By:   /s/ James Dondero
 
           
 
      Name:   James Dondero
 
      Title:   President
 
            
    HIGHLAND SELECT EQUITY FUND, L.P.
 
            
    By:   Highland Capital Management, L.P., its general partner
    By:   Strand Advisors, Inc., its general partner
 
            
 
      By:   /s/ James Dondero
 
           
 
      Name:   James Dondero
 
      Title:   President
 
            
    HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.
 
            
    By:   /s/ James Dondero
         
    Name:   James Dondero
    Title:   President

 

Page 16 of 16
APPENDIX I
     The name of each director and officer of HCM Services, Strand, Prospect Portfolio and Prospect Shares is set forth below. Unless otherwise indicated, the business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 1300, Dallas, Texas 75240. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
     
    Present Principal Occupation or Employment
Name   and Business Address (if applicable)
Highland Capital Management Services, Inc.
    
 
    
 
    
James D. Dondero, Director
  President
 
    
Mark K. Okada, Director
  Executive Vice President
 
    
Patrick H. Daugherty
  Secretary
 
    
Todd A. Travers
  Assistant Secretary
 
    
J. Kevin Ciavarra
  Assistant Secretary
 
    
David Lancelot
  Treasurer
 
    
Chad Schramek
  Assistant Treasurer
 
    
Strand Advisors, Inc.
    
 
    
James D. Dondero, Director
  President
 
    
Mark K. Okada
  Executive Vice President
 
    
Patrick H. Daugherty
  Secretary
 
    
J. Kevin Ciavarra
  Assistant Secretary
 
    
Todd A. Travers
  Assistant Secretary
 
    
Appu Mundassery
  Assistant Secretary
 
    
David Lancelot
  Treasurer
 
    
Chad Schramek
  Assistant Treasurer
 
    
Prospect Street High Income Portfolio, Inc. and Prospect Street Income Shares Inc.
 
James D. Dondero
  President
 
    
Mark K. Okada
  Executive Vice President
 
    
R. Joseph Dougherty, Director
  Senior Vice President
 
    
M. Jason Blackburn
  Secretary and Treasurer
 
    
Michael S. Minces
  Chief Compliance Officer
 
    
Timothy K. Hui, Director
  Associate Provost for Graduate Education of the Pennsylvania Biblical University, 48 Willow Green Drive, Churchville, Pennsylvania 18966
 
    
Scott F. Kavanaugh, Director
  Private investments
 
    
James F. Leary, Director
  Managing Director of Benefit Capital Southwest, Inc., 2006 Peakwood Drive, Garland, Texas 75044
 
    
Bryan A. Ward, Director
  Senior Manager of Accenture, LLP, 3625 Rosedale, Dallas, Texas 75205