SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _____________)*
SkyTerra Communications, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
83087K107
(CUSIP Number)
January 4, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover page.
The information required in 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).
Schedule 13 G PAGE 2 of 11
CUSIP No. 83087K107
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Management, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
470,000
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
470,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
470,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.8%
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(12) TYPE OF REPORTING PERSON
IA
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Schedule 13 G PAGE 3 of 11
CUSIP No. 83087K107
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
470,000
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
470,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
470,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.8%
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(12) TYPE OF REPORTING PERSON
IN
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Schedule 13 G PAGE 4 of 11
CUSIP No. 83087K107
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Master Fund, Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
445,441
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY
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EACH (7) SOLE DISPOSITIVE POWER
445,441
REPORTING
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PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
445,441
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.5%
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(12) TYPE OF REPORTING PERSON
CO
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Schedule 13 G PAGE 5 of 11
CUSIP No. 83087K107
ITEM 1(a). NAME OF ISSUER:
SkyTerra Communications, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
19 West 44 Street, Suite 507, New York, New York 10036
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the "Reporting Persons":
(i) OZ Management, L.L.C. ("OZ"), a Delaware limited liability
company, with respect to the Shares reported in this Schedule 13G
held by certain investment funds and discretionary accounts
managed by OZ (the "Accounts").
(ii) Daniel S. Och, who is the Senior Managing Member of OZ, with
respect to the Shares reported in this Schedule 13G held by the
Accounts.
(iii) OZ Master Fund, Ltd. ("OZMD"), a Cayman Islands company, with
respect to shares owned by it.
The citizenship of each of OZ and OZMD is set forth above. Daniel S.
Och is a United States citizen.
The address of the principal business office of each of the Reporting
Persons except OZMD is 9 West 57th Street, 39th Floor, New York, NY 10019. The
address of the principal business office of OZMD is c/o Goldman Sachs (Cayman)
Trust, Limited, P.O. Box 896, G.T. Harbour Centre, Second Floor, North Church
Street, George Town, Grand Cayman, Cayman Islands.
Schedule 13 G PAGE 6 of 11
CUSIP No. 83087K107
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER: 83087K107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]
Schedule 13 G PAGE 7 of 11
CUSIP No. 83087K107
ITEM 4. OWNERSHIP.
OZ serves as principal investment manager to a number of investment
funds and discretionary accounts with respect to which it has voting and
dispositive authority over the Shares reported in this Schedule 13G, including
such an account for OZMD. Mr. Daniel S. Och is the Senior Managing Member of OZ.
As such, he may be deemed to control such entity and therefore may be deemed to
be the beneficial owner of the Shares reported in this Schedule 13G.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Shares.
A. OZ
(a) Amount beneficially owned: 470,000
(b) Percent of class: 5.8%
(All percentages herein are based on 8,089,809 shares of Common
Stock reported to be outstanding as of December 23, 2004, as
reflected in the Form 10-Q filed by the Company for the quarter
ended September 30, 2004 which reported 6,089,809 shares of
Common Stock outstanding as of November 9, 2004 and, as amended,
by adding 2,000,000 shares of Common Stock sold by the Company on
December 23, 2004 as reflected in the Form 8-K filed by the
Company on December 27, 2004.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
470,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition
of 470,000
(iv) shared power to dispose or to direct the disposition
of 0
B. Daniel S. Och
(a) Amount beneficially owned: 470,000
(b) Percent of class: 5.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
470,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition
470,000
(iv) shared power to dispose or to direct the disposition
of 0
C. OZMD
(a) Amount beneficially owned: 445,441
(b) Percent of class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
445,441
(ii) shared power to vote or to direct the vote
0
Schedule 13 G PAGE 8 of 11
CUSIP No. 83087K107
(iii) sole power to dispose or to direct the disposition
of 445,441
(iv) shared power to dispose or to direct the disposition
of 0
Schedule 13 G PAGE 9 of 11
CUSIP No. 83087K107
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 4.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby make the following certification:
By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and not held
in connection with or as a participant in any transaction having that purpose or
effect.
Schedule 13 G PAGE 10 of 11
CUSIP No. 83087K107
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: January 13, 2005 /s/ Daniel S. Och
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OZ MANAGEMENT, L.L.C.
By Daniel S. Och
Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
/s/ Daniel S. Och
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OZ MASTER FUND, LTD.
By Daniel S. Och
Director
Schedule 13 G PAGE 11 of 11
CUSIP No. 83087K107
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: January 13, 2005 /s/ Daniel S. Och
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OZ MANAGEMENT, L.L.C.
By Daniel S. Och
Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
/s/ Daniel S. Och
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OZ MASTER FUND, LTD.
By Daniel S. Och
Director