SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)/1/
ECHOSTAR COMMUNICATIONS CORPORATION
------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
----------------------------------------------
(Title of Class of Securities)
282-762-109
(CUSIP Number)
Arthur M. Siskind, Esq.
The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
with copies to:
Stephen H. Kay, Esq.
Squadron Ellenoff Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
(Name, address and telephone number of person
authorized to receive notices and communications)
November 6, 2001
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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/1/ 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 ("Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
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1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
The News Corporation Limited
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2 Check the Appropriate Box if a Member of a Group
(a) |_| (b) |_|
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3 SEC Use Only
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4 Source of Funds
OO
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
South Australia, Australia
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Number of Shares Beneficially 7 Sole Voting Power
Owned by Each Reporting 9,981,160
Person with
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8 Shared Voting Power
-0-
--------------------------------------------------------------------------------------------------------------------
9 Sole Dispositive Power
9,981,160
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10 Shared Dispositive Power
-0-
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,981,160
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented by Amount in Row (11)
4.1%/1/
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14 Type of Reporting Person
CO
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------------------------
/1/ Based on 240,770,601 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock") of EchoStar Communications Corporation
("EchoStar") outstanding as of October 19, 2001 as reported in the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September
30, 2001 (the "Form 10-Q"). As reported in the Form 10-Q, there were
outstanding 238,435,208 shares of Class B Common Stock, par value $.01 per
share ("Class B Common Stock") of EchoStar. Because such Class B Common
Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of shares of Class B Common Stock into Class A Common
Stock, the percentage of the Class A Common Stock that the Reporting
Persons may be deemed to have beneficial ownership of would be
approximately 2%. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Persons beneficially own equity
securities of EchoStar representing approximately .4% of the voting power
of EchoStar (assuming no conversion of the Class B Common Stock).
-2-
-------- -----------------------------------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons
News America Incorporated/13-3249610
-------- -----------------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) |_| (b) |_|
-------- -----------------------------------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
OO
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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, U.S.A.
---------------------------------------- ----- ---------------------------------------------------------------------
Number of Shares Beneficially 7 Sole Voting Power
Owned by Each Reporting Person with 9,981,160
---------------------------------------- ----- ---------------------------------------------------------------------
8 Shared Voting Power
-0-
---------------------------------------- ----- ---------------------------------------------------------------------
9 Sole Dispositive Power
9,981,160
---------------------------------------- ----- ---------------------------------------------------------------------
10 Shared Dispositive Power
-0-
-------- -----------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,981,160
-------- -----------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
-------- -----------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
4.1%/2/
-------- -----------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO
-------- -----------------------------------------------------------------------------------------------------------
/2/ Based on 240,770,601 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock") of EchoStar Communications Corporation
("EchoStar") outstanding as of October 19, 2001 as reported in the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September
30, 2001 (the "Form 10-Q"). As reported in the Form 10-Q, there were
outstanding 238,435,208 shares of Class B Common Stock, par value $.01 per
share ("Class B Common Stock") of EchoStar. Because such Class B Common
Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of shares of Class B Common Stock into Class A Common
Stock, the percentage of the Class A Common Stock that the Reporting
Persons may be deemed to have beneficial ownership of would be
approximately 2%. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Persons beneficially own equity
securities of EchoStar representing approximately .4% of the voting power
of EchoStar (assuming no conversion of the Class B Common Stock).
-3-
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1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons
K. Rupert Murdoch
-------- -----------------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) |_| (b) |_|
-------- -----------------------------------------------------------------------------------------------------------
3 SEC Use Only
-------- -----------------------------------------------------------------------------------------------------------
4 Source of Funds
OO
-------- -----------------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |_|
-------- -----------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
---------------------------------------- ----- ---------------------------------------------------------------------
Number of Shares Beneficially Owned by 7 Sole Voting Power
Each Reporting Person with 9,981,160
---------------------------------------- ----- ---------------------------------------------------------------------
8 Shared Voting Power
-0-
---------------------------------------- ----- ---------------------------------------------------------------------
9 Sole Dispositive Power
9,981,160
---------------------------------------- ----- ---------------------------------------------------------------------
10 Shared Dispositive Power
-0-
-------- -----------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,981,160
-------- -----------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
-------- -----------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
4.1%/3/
-------- -----------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
IN
-------- -----------------------------------------------------------------------------------------------------------
/3/ Based on 240,770,601 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock") of EchoStar Communications Corporation
("EchoStar") outstanding as of October 19, 2001 as reported in the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September
30, 2001 (the "Form 10-Q"). As reported in the Form 10-Q, there were
outstanding 238,435,208 shares of Class B Common Stock, par value $.01 per
share ("Class B Common Stock") of EchoStar. Because such Class B Common
Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of shares of Class B Common Stock into Class A Common
Stock, the percentage of the Class A Common Stock that the Reporting
Persons may be deemed to have beneficial ownership of would be
approximately 2%. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Persons beneficially own equity
securities of EchoStar representing approximately .4% of the voting power
of EchoStar (assuming no conversion of the Class B Common Stock).
-4-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ECHOSTAR COMMUNICATIONS CORPORATION
Introductory Statement
This Amendment No. 6 (this "Amendment") to the Statement on Schedule 13D
(the "Statement") relates to the Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of EchoStar Communications Corporation, a Nevada
corporation ("EchoStar"). This Amendment amends and supplements (i) the
Statement originally filed with the Securities and Exchange Commission (the
"SEC") by the "Reporting Persons" (as defined herein) on December 10, 1998, (ii)
Amendment No. 1 to the Statement ("Amendment No. 1") filed by the Reporting
Persons on July 1, 1999, (iii) Amendment No. 2 to the Statement ("Amendment No.
2") filed by Reporting Persons on December 10, 1999, (iv) Amendment No. 3 to the
Statement ("Amendment No. 3") filed by Reporting Persons on September 14, 2000,
(v) Amendment No. 4 to the Statement ("Amendment No. 4") filed by the Reporting
Persons on September 7, 2001 and (vi) Amendment No. 5 to the Statement
("Amendment No. 5") filed by the Reporting Persons on October 29, 2001.
On June 24, 1999, The News Corporation Limited ("News Corporation"), MCI
Telecommunications Corporation ("MCI"), American Sky Broadcasting, LLC ("ASkyB")
and EchoStar consummated the transactions previously described in the Statement.
On such date, pursuant to (i) the Purchase Agreement, dated as of November 30,
1998, among ASkyB, News Corp, MCI and EchoStar (the "Purchase Agreement") and
(ii) the letter agreement, dated November 30, 1998, among Charles W. Ergen,
EchoStar, ASkyB, News Corporation and MCI (the "Letter Agreement" and
collectively with the Purchase Agreement, the "Acquisition Agreements"), News
America Incorporated ("NAI"), a wholly
-5-
owned subsidiary of News Corporation, acquired an aggregate of 6,891,096 shares
of EchoStar's Class A Common Stock (27,564,384 shares of Class A Common Stock
after subsequent stock splits, made effective on July 1, 1999 and October 18,
1999).
On December 8, 1999, pursuant to an Underwriting Agreement, dated December
2, 1999, between EchoStar, NAI, MCI Worldcom Network Services, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated, Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, acting severally on behalf of themselves and the
several underwriters named therein (the "Underwriters") (the "Underwriting
Agreement"), the Reporting Persons sold 11,053,800 shares of Class A Common
Stock at $71.00 per share, less an underwriter's commission of $1.9525 per share
and offering expenses of $222,658.48, yielding aggregate net proceeds of
$763,014,597.10. In conjunction with the closing, NAI paid approximately
$54,311,000 to EchoStar for amounts due under the Satellite Contracts (as
defined in the Purchase Agreement). After such sale, NAI was the direct
beneficial owner of 16,510,584 shares of Class A Common Stock (33,021,168 Shares
of Class A Common Stock after a subsequent stock split, made effective on March
22, 2000).
On September 6, 2000, the Reporting Persons sold 7,000,000 shares of Class
A Common Stock at $49.00 per share in the open market.
On August 30, 2001, the Reporting Persons sold 8,000,000 shares of Class A
Common Stock at $28.00 per share in the open market.
During the period beginning September 24, 2001 and ending October 18, 2001,
the Reporting Persons sold an aggregate of 4,500,000 shares of Class A Common
Stock at prices ranging between $23 and $27 per share in the open market.
During the period beginning October 22, 2001 and ending November 6, 2001,
the Reporting Persons sold an aggregate of 2,730,000 shares of Class A Common
Stock at prices ranging between $23 and $27 per share in the open market. In
addition, during the period beginning November 7, 2001 and ending November 9,
2001, the Reporting Persons sold an aggregate of 810,000 shares of Class A
Common Stock at prices ranging between $24 and $25 per share in the open market.
-6-
The descriptions of, and references to, the Acquisition Agreements, the
Underwriting Agreement and other agreements and documents filed as Exhibits to
this Statement are qualified in their entirety by reference to the complete
texts of such agreements and documents.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated to read in its entirety as follows:
EchoStar, News Corporation, ASkyB and MCI entered into the Purchase
Agreement with respect to the acquisition of 30,000,000 shares of Class A Common
Stock, subject to adjustment./4/ Pursuant to the Purchase Agreement, NAI
acquired 6,891,096 shares of Class A Common Stock (27,564,384 shares of Class A
Common Stock after subsequent stock splits, made effective on July 1, 1999 and
October 18, 1999) (the "ASkyB Shares")/5/, and MCI acquired 1,712,020 shares of
Class A Common Stock (6,848,080 shares of Class A Common Stock after subsequent
stock splits, made effective on July 1, 1999 and October 18, 1999) (the "MCI
Shares," and together with the ASkyB Shares, the "Shares"). On December 8, 1999,
pursuant to the Underwriting Agreement, the Reporting Persons sold 11,053,800
shares of Class A Common Stock at $71.00 per share, less an underwriter's
commission of $1.9525 per share and offering expenses of $222,658.48, yielding
aggregate net proceeds of $763,014,597.10. In conjunction with the closing, NAI
paid approximately $54,311,000 to EchoStar for amounts due under the Satellite
Contracts (as defined in the Purchase Agreement).
On September 6, 2000, the Reporting Persons sold 7,000,000 shares of Class
A Common Stock at $49.00 per share in the open market.
On August 30, 2001, the Reporting Persons sold 8,000,000 shares of Class A
Common Stock at $28.00 per share in the open market.
----------
/4/ The amount Class A Common Stock actually issued was reduced to 8,603,116
shares pursuant to Section 2(a)(ii) of the Purchase Agreement.
/5/ Pursuant to Section 2(a)(i)(A) of the Purchase Agreement, ASkyB designated
NAI to acquire the ASkyB Shares.
-7-
During the period beginning September 24, 2001 and ending October 18, 2001,
the Reporting Persons sold an aggregate of 4,500,000 shares of Class A Common
Stock at prices ranging between $23 and $27 per share in the open market.
During the period beginning October 22, 2001 and ending November 6, 2001,
the Reporting Persons sold an aggregate of 2,730,000 shares of Class A Common
Stock at prices ranging between $23 and $27 per share in the open market. In
addition, during the period beginning November 7, 2001 and ending November 9,
2001, the Reporting Persons sold an aggregate of 810,000 shares of Class A
Common Stock at prices ranging between $24 and $25 per share in the open market.
The Reporting Persons acquired beneficial ownership of the securities for
the purpose of investment. Subject to the Acquisition Agreements and the other
agreements referenced in Item 6, the Reporting Persons intend to continuously
review their investment in EchoStar, and may in the future determine to (i)
acquire additional securities of EchoStar, through open market purchases,
private agreements or otherwise, (ii) dispose of all or a portion of the
securities of EchoStar owned by them or (iii) take any other available course of
action, which could involve one or more of the types of transactions or have one
or more of the results described in the last paragraph of this Item 4 or (iv)
otherwise change their investment intent. Notwithstanding anything contained
herein, the Reporting Persons specifically reserve the right to change their
intentions with respect to any or all of such matters. In reaching any decision
as to their course of action (as well as to the specific elements thereof), the
Reporting Persons currently expect that they would take into consideration a
variety of factors, including, but not limited to, EchoStar's financial
condition, business, operations and prospects, other developments concerning
EchoStar and the satellite business generally, other business opportunities
available to the Reporting Persons, other developments with respect to the
business of the Reporting Persons, general economic conditions and money and
stock market conditions, including the market price of the securities of
EchoStar. See Item 6.
Other than as described herein, none of the Reporting Persons have any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of EchoStar or
-8-
the disposition of securities of EchoStar; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving EchoStar
or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of EchoStar or any of its subsidiaries; (d) any change in the Board of
Directors or management of EchoStar, including any plans or proposals to change
the number or terms of directors or to fill any existing vacancies on the Board
of Directors of EchoStar; (e) any material change in the present capitalization
or dividend policy of EchoStar; (f) any other material change in EchoStar's
business or corporate structure; (g) changes in EchoStar's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of EchoStar by any person; (h) a class of securities of
EchoStar being delisted from a national securities exchange or ceasing to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of EchoStar
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j)
any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as follows:
On June 24, 1999, by virtue of the consummation of the transactions
contemplated by the Purchase Agreement, NAI became the direct beneficial owner
of 6,891,096 shares of Class A Common Stock (27,564,384 shares of Class A Common
Stock after subsequent stock splits, made effective on July 1, 1999 and October
18, 1999). On December 8, 1999, pursuant to the Underwriting Agreement, NAI sold
11,053,800 shares of the Class A Common Stock at $71.00 per share. After such
sale, NAI was the direct beneficial owner of 16,510,584 shares of Class A Common
Stock (33,021,168 Share of Class A Common Stock after a subsequent stock split,
made effective on March 22, 2000). On September 6, 2000, NAI sold 7,000,000
shares of Class A Common Stock at $49.00 per share in the open market. After
such sale, NAI was the direct beneficial owner of 26,021,168 shares of Class A
Common Stock. On August 30, 2001 NAI sold 8,000,000 shares of Class A Common
Stock at $28.00 per share in the open market. After such sale, NAI was the
direct beneficial owner of 18,021,168 shares of Class A
-9-
Common Stock. During the period beginning September 24, 2001 and ending October
18, 2001, the Reporting Persons sold an aggregate of 4,500,000 shares of Class A
Common Stock at prices ranging between $23 and $27 per share in the open market.
During the period beginning October 22, 2001 and ending November 6, 2001, the
Reporting Persons sold an aggregate of 2,730,000 shares of Class A Common Stock
at prices ranging between $23 and $27 per share in the open market. In addition,
during the period beginning November 7, 2001 and ending November 9, 2001, the
Reporting Persons sold an aggregate of 810,000 shares of Class A Common Stock at
prices ranging between $24 and $25 per share in the open market. After such
sales, NAI was the direct beneficial owner of 9,981,160 shares of Class A Common
Stock. Each of News Corporation and K. Rupert Murdoch may be deemed to be
indirect beneficial owners of such shares. Based upon the number of shares of
Class A Common Stock and Class B Common Stock reflected as outstanding as of
October 19, 2001 in EchoStar's Quarterly Report on Form 10-Q for the period
ended September 30, 2001 (the "Form 10-Q"), the shares of EchoStar's securities
beneficially owned by the Reporting Persons represent approximately 4.1% of the
Class A Common Stock (approximately 2% assuming the conversion of the Class B
Common Stock into Class A Common Stock) and approximately .4% of the combined
voting power of the Class A Common Stock and the Class B Common Stock. The
holders of Class A Common Stock are entitled to one vote for each share of Class
A Common Stock held, and the holders of Class B Common Stock are entitled to ten
votes for each share of the Class B Common Stock held.
To the Reporting Persons' knowledge, MCI is the direct beneficial owner of
4,101,880 shares of Class A Common Stock (8,203,760 shares of Class A Common
Stock after a subsequent stock split, made effective March 22, 2000). Based upon
the number of shares of Class A Common Stock and Class B Common Stock reflected
as outstanding as of October 19, 2001 in the Form 10-Q, the shares of EchoStar's
securities beneficially owned by MCI represent approximately 3.4% of the Class A
Common Stock (approximately 1.7% assuming the conversion of the Class B Common
Stock into Class A Common Stock) and approximately 0.3% of the combined voting
power of the Class A Common Stock and the Class B Common Stock.
-10-
Subject to the Letter Agreement, the Reporting Persons have the sole power
to vote the ASkyB Shares. See Item 6.
Except as described above, no transactions were effected by the Reporting
Persons in the Class A Common Stock during the 60 days preceding the date
hereof.
As a result of the transactions described above, the Reporting Persons
ceased to be the beneficial owner of more than 5% of the Class A Common Stock on
November 5, 2001.
-11-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: November 12, 2001
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
--------------------------
Name: Arthur M. Siskind
Title: Director
-12-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: November 12, 2001
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
--------------------------------------
Name: Arthur M. Siskind
Title: Senior Executive Vice President
-13-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: November 12, 2001
*
-----------------------
K. Rupert Murdoch
* By: /s/ Arthur M. Siskind
Arthur M. Siskind
Attorney-in-Fact
-14-
Schedule 1 is hereby amended and restated to read in its entirety as follows:
Schedule 1
----------
Directors, Executive Officers and Controlling Persons of the Reporting Persons
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ----------------------------------------- -----------------------
K. Rupert Murdoch Chairman and Chief Executive of News Corporation; News Corporation
Director, Chairman and Chief Executive of News
Publishing Australia Limited ("NPAL"); Director of
News International, plc; Director of News Limited;
Director of News America Incorporated ("NAI");
Director of STAR Group; Chairman of British Sky
Broadcasting Group plc ("BSkyB"); Chairman and
Chief Executive Officer of Fox Entertainment
Group, Inc. ("FEG"); Director of Philip Morris
Companies Inc. ("Philip Morris"); Director of
China Netcom Corporation (Hong Kong) Limited;
Director of Gemstar-TV Guide International, Inc.
("Gemstar").
1211 Avenue of the Americas
New York, New York 10036
Geoffrey C. Bible Non Executive Director of News Corporation; Philip Morris
Chairman and Chief Executive Officer of Philip
Morris; Director of New York Stock Exchange, Inc.
120 Park Avenue
New York, New York 10017
Chase Carey Executive Director of News Corporation; Director, News Corporation
President and Chief Operating Officer of NAI;
Director of FEG; President and Chief Executive
Officer of Sky Global Networks, Inc. ("SGN");
Director of STAR Group; Director of NDS Group plc
("NDS"); Director of Gemstar; Director of Gateway,
Inc.; Director of Colgate University.
1211 Avenue of the Americas
New York, New York 10036
-15-
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ----------------------------------------- -----------------------
Peter Chernin Executive Director, President and Chief Operating News Corporation
Officer of News Corporation; Director, President
and Chief Operating Officer of NPAL; Director,
Chairman and Chief Executive Officer of NAI ;
Director, President and Chief Operating Officer of
FEG; Director of SGN; Director of E*TRADE Group,
Inc.
10201 West Pico Boulevard
Los Angeles, CA 90035
Kenneth E. Cowley/1/ Non Executive Director of News Corporation; Independent Newspapers
Chairman of Independent Newspapers Limited
("Independent Newspapers"); Chairman of RM
Williams Holdings Limited.
2 Holt Street
Sydney, New South Wales 2010
Australia
David F. DeVoe Executive Director, Senior Executive Vice News Corporation
President and Chief Financial Officer and Finance
Director of News Corporation; Director, Senior
Executive Vice President and Chief Financial
Officer of NPAL: Director and Senior Executive
Vice President of NAI; Director, Senior Executive
Vice President and Chief Financial Officer of FEG;
Director of STAR Group; Director of BSkyB;
Director and Acting Chief Financial Officer of
SGN; Director of NDS.
1211 Avenue of the Americas
New York, New York 10036
Roderick I. Eddington/2/ Non Executive Director of News Corporation; Chief British Airways
Executive of British Airways plc ("British
Airways").
c/o 2 Holt Street
Sydney, New South Wales 2010
Australia
----------
/1/ Citizen of Australia.
/2/ Citizen of Australia.
-16-
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ----------------------------------------- -----------------------
Aatos Erkko/3/ Non Executive Director of News Sanoma
Corporation; Member Sanoma of the Board of
WSOY Corporation ("Sanoma"), a
privately owned media company in Finland.
P.O. Box 144
FIN-00101 Helsinki, Finland
Graham Kraehe/4/ Non Executive Director of News News Corporation
Corporation; Chairman-Elect
of BHP Steel; Director of Brambles Industries
plc; Director of National Australia Bank.
c/o Level 20
News Corporation
101 Collins Street
Melbourne Vic 3000
Australia
Andrew S.B. Knight/4/ Non Executive Director of News Corporation; Non News Corporation
Executive Director of Rothschild Investment Trust
Capital Partners plc.
c/o News International plc
1 Virginia Street
London E1 9BN England
Lachlan K. Murdoch Executive Director, Senior Executive Vice News Corporation
President and Deputy Chief Operating Officer of
News Corporation; Senior Vice President and
Co-Chief Operating Officer of NPAL; Chairman of
Queensland Press Limited; Chairman and Chief
Executive of News Limited; Deputy Chairman of STAR
Group; Director of Beijing PDN Xinren Information
Technology Company Ltd; Director of FOXTEL
Management Pty Ltd.; Director of Gemstar.
1211 Avenue of the Americas
New York, New York 10036
----------
/3/ Citizen of Finland.
/4/ Citizen of Australia.
/5/ Citizen of United Kingdom
-17-
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ----------------------------------------- -----------------------
James R. Murdoch Executive Vice President of News Corporation; STAR Group
Chairman and Chief Executive Officer of STAR
Group; Director of SGN; Director of NDS; Director
of YankeeNets L.L.C.; Chairman of Rawkus
Entertainment LLP.
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
Thomas J. Perkins Non Executive Director of News Corporation; Senior Kleiner Perkins
Partner at Kleiner Perkins Caufield & Byers
("Kleiner Perkins"); Director of Compaq Computer
Corporation.
4 Embarcadero Center
Suite 3520
San Francisco, CA 94111
Bert C. Roberts, Jr. Non Executive Director of News Corporation; MCI
Chairman of Worldcom, Inc. ("Worldcom").
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Corporation; Allen & Company
Executive Vice President and Managing Director of
Allen & Company Incorporated ("Allen & Company");
Director of NAI; Director of Bayou Steel
Corporation; Director of Six Flags, Inc.; Director
of Western Multiplex Corporation.
711 Fifth Avenue
New York, New York 10176
-18-
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ----------------------------------------- -----------------------
Arthur M. Siskind Executive Director, Senior Executive Vice News Corporation
President and Group General Counsel of News
Corporation; Director, Senior Executive Vice
President and General Counsel of NPAL; Director of
BSkyB; Director and Senior Executive Vice
President of NAI; Director, Senior Executive Vice
President and General Counsel of FEG; Director of
STAR Group; Director and Senior Executive Vice
President of SGN; Director of NDS.
1211 Avenue of the Americas
New York, New York 10036
-19-