PROSPECTUS SUPPLEMENT #1 FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED JANUARY 25, 2002) REGISTRATION NO. 333-68618
ECHOSTAR COMMUNICATIONS CORPORATION
$1,000,000,000
5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2008
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This prospectus supplement relates to the offer and sale from time to
time by certain selling securityholders of our 5 3/4% Convertible Subordinated
Notes due 2008 and the shares of our class A common stock into which the
convertible notes are convertible.
This prospectus supplement should be read in conjunction with the
prospectus dated January 25, 2002, which is to be delivered with this prospectus
supplement. The definitions for any capitalized terms used in this prospectus
supplement are included in the prospectus.
SELLING SECURITYHOLDERS
The information in the table included under the heading "Selling
Securityholders" in the prospectus is superceded in part by the information
appearing in the following table:
PRINCIPAL AMOUNT OF SHARES OF CLASS A
CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A
BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED
NAME AND OFFERED HEREBY OFFERING HEREBY (1)
Akela Capital Master Fund Ltd. $1,000,000 23,100
Argent Classic Convertible Arbitrage Fund L.P. $9,650,000 222,915
Associated Electric & Gas Insurance Services $1,000,000 23,100
Limited
BNP Paribas Equity Strategies, SNC $1,000,000 23,100
First Union Securities, Inc. $5,280,000 121,968
HBK Master Fund L.P. $47,000,000 1,085,701
KBC Financial Products USA Inc. $6,000,000 138,600
Onyx Fund Holdings, LDC $13,000,000 300,300
RAM Trading Ltd. $31,000,000 716,101
Rockhaven Premier Dividend Fund $800,000 18,480
R(2)Investments, LDC $70,000,000 1,617,002
UBS O'Connor LLC F/B/O UBS Global Equity $9,000,000 207,900
Arbitrage Master Ltd.
UBS Warburg LLC $48,105,000 1,111,227
PRINCIPAL AMOUNT OF SHARES OF CLASS A
CONVERTIBLE NOTES COMMON STOCK OWNED SHARES OF CLASS A
BENEFICIALLY OWNED PRIOR TO THE COMMON STOCK OFFERED
NAME AND OFFERED HEREBY OFFERING HEREBY (1)
Other current and future holders of ($335,488,360) (7,749,789)
convertible notes (2)
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(1) Assumes a conversion price of $43.29 per share and the payment
of cash in lieu of fractional shares.
(2) Information concerning other selling securityholders, including
current holders of convertible notes for which we have not
received current information regarding their holdings of
convertible notes and class A common stock, or information
reflecting transfers of their convertible notes and class A
common stock to other selling securityholders, will be
included in supplements to this prospectus, if required. For
purposes of this table, we have assumed that such holders do
not beneficially own any other shares of class A common stock,
other than the shares issuable upon conversion of the
convertible notes.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 OF THE PROSPECTUS FOR CERTAIN RISKS
YOU SHOULD CONSIDER BEFORE YOU PURCHASE ANY CONVERTIBLE NOTES OR
SHARES OF CLASS A COMMON STOCK.
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Neither the SEC nor any state securities commission has approved or determined
whether the prospectus or this prospectus supplement is truthful or complete.
Nor have they made, nor will they make, any determination as to whether anyone
should buy these securities. Any representation to the contrary is a criminal
offense.
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The date of this prospectus supplement is March 7, 2002