UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
EchoStar Communications Corporation
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
282762109
(CUSIP Number)
Guillaume Hannezo
Chief Financial Officer
Vivendi Universal, S.A.
42, Avenue de Friedland
75380 Paris Cedex 08 France
33-1-7171-1712
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
January 22, 2002
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which 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. [__]
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).
2
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Vivendi Universal, S.A.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e) [_]
(6) Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power 57,604,790 shares
(8) Shared Voting Power 0 shares
(9) Sole Dispositive Power 57,604,790 shares
(10) Shared Dispositive Power 0 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 57,604,790 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11) 19.3% 1
(14) Type of Reporting Person (See Instructions)
CO
---------------------
1 Based on information provided by EchoStar Communications Corporation
(the "Company") that 241,136,634 shares of Class A Common Stock, par value
$.01 per share ("Common Stock") of the Company were outstanding as of January
18, 2002, and assuming conversion of all shares of Series D mandatorily
convertible participating preferred stock (the "Preferred Stock") beneficially
owned by the Reporting Persons. According to the Company, there were
238,435,208 shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock") of the Company outstanding as of January 18, 2002. Because such
Class B Common Stock is convertible on a one-for-one basis into Common Stock,
assuming conversion of all shares of outstanding Class B Common Stock into
Common Stock and conversion of all shares of Preferred Stock beneficially
owned by the Reporting Persons, the percentage of the Common Stock that the
Reporting Persons may be deemed to have beneficial ownership of would be
approximately 10.72%. Because each share of Class B Common Stock is entitled
to 10 votes per share, the Reporting Persons beneficially own equity
securities of the Company representing approximately 2.15% of the voting power
of the Company (assuming no conversion of the Class B Common Stock).
3
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Groupe Canal+
(2) Check the Appropriate Box if a member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not applicable.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e) [_]
(6) Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power 57,604,790 shares
(8) Shared Voting Power 0 shares
(9) Sole Dispositive Power 57,604,790 shares
(10) Shared Dispositive Power 0 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 57,604,790 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11) 19.3% 2
(14) Type of Reporting Person (See Instructions)
CO
---------------------
2 Based on information provided by the Company that 241,136,634 shares of
Common Stock of the Company were outstanding as of January 18, 2002, and
assuming conversion of all shares of Preferred Stock beneficially owned by the
Reporting Persons. According to the Company, there were 238,435,208 shares of
Class B Common Stock of the Company outstanding as of January 18, 2002.
Because such Class B Common Stock is convertible on a one-for-one basis into
Common Stock, assuming conversion of all shares of outstanding Class B Common
Stock into Common Stock and conversion of all shares of Preferred Stock
beneficially owned by the Reporting Persons, the percentage of the Common
Stock that the Reporting Persons may be deemed to have beneficial ownership of
would be approximately 10.72%. Because each share of Class B Common Stock is
entitled to 10 votes per share, the Reporting Persons beneficially own equity
securities of the Company representing approximately 2.15% of the voting power
of the Company (assuming no conversion of the Class B Common Stock).
4
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Financiere De Videocommunication
(2) Check the Appropriate Box if a member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e) [_]
(6) Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power 57,604,790 shares
(8) Shared Voting Power 0 shares
(9) Sole Dispositive Power 57,604,790 shares
(10) Shared Dispositive Power 0 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 57,604,790 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11) 19.3% 3
(14) Type of Reporting Person (See Instructions)
CO
---------------------
3 Based on information provided by the Company that 241,136,634 shares of
Common Stock of the Company were outstanding as of January 18, 2002 and
assuming conversion of all shares of Preferred Stock beneficially owned by the
Reporting Persons. According to the Company, there were 238,435,208 shares of
Class B Common Stock outstanding as of January 18, 2002. Because such Class B
Common Stock is convertible on a one-for-one basis into Common Stock, assuming
conversion of all shares of outstanding Class B Common Stock into Common Stock
and conversion of all shares of Preferred Stock beneficially owned by the
Reporting Persons, the percentage of the Common Stock that the Reporting
Persons may be deemed to have beneficial ownership of would be approximately
10.72%. Because each share of Class B Common Stock is entitled to 10 votes per
share, the Reporting Persons beneficially own equity securities of the Company
representing approximately 2.15% of the voting power of the Company (assuming
no conversion of the Class B Common Stock).
5
This statement on Schedule 13D (this "Statement") relates to the Class A
Common Stock, par value $.01 per share (the "Common Stock"), of EchoStar
Communications Corporation, a Nevada corporation (the "Company"). This
Statement constitutes the original statement of Financiere De
Videocommunication, a societe anonyme organized under the laws of France
("Financiere") and a wholly owned subsidiary of Groupe Canal+, a societe
anonyme organized under the laws of France ("Groupe Canal+") and a wholly
owned subsidiary of Vivendi Universal S.A., a societe anonyme organized under
the laws of France ("Vivendi Universal"). This Statement also constitutes the
original statement of each of Groupe Canal+ and Vivendi Universal.
The summary descriptions contained in this Statement of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, filed as exhibits hereto and
incorporated herein by reference.
ITEM 1. Security and Issuer.
This Statement relates to the Class A Common Stock, par value $.01
per share, of the Company. The address of the principal executive offices of
the Company is 5701 South Santa Fe Drive, Littleton, Colorado 80120.
ITEM 2. Identity and Background.
(a) The names of the persons filing this statement are Financiere de
Videocommunication, a societe anonyme organized under the laws of France,
Groupe Canal+, a societe anonyme organized under the laws of France, and
Vivendi Universal, S.A., a societe anonyme organized under the laws of France.
(b) The address of the principal office and principal place of
business of Financiere is 85-89 Quai Andre Citroen, 75015 Paris,
France, the address of the principal office and principal place of business of
Groupe Canal+ is 85-89 Quai Andre Citroen, 75711 Paris Cedex 15, France and the
address of the principal office and the principal place of business of Vivendi
Universal is 42, Avenue de Friedland, 75380 Paris Cedex 08, France.
(c) Vivendi Universal is a company engaged in the media,
communications and environmental services businesses. Set forth in Schedule A
hereto, which is incorporated herein by reference, is 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 and citizenship, of each of Vivendi Universal's
directors and executive officers, as of the date hereof. Other than such
directors and executive officers, there are no persons controlling Vivendi
Universal.
Groupe Canal+ is a company principally engaged, directly or through
its subsidiaries, in the production and distribution of film and
pay-television programming in Europe, and the provision of software technology
for digital television networks. Set forth in Schedule B hereto, which is
incorporated herein by reference, is 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 and citizenship, of each of Groupe Canal+'s directors and executive
officers, as of the date hereof.
Financiere is a company engaged in no operations, other than the
acquisition of certain assets from time to time, on behalf of Canal+. Set
forth in Schedule C hereto, which is incorporated herein by reference, is 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 and citizenship, of each of Financiere's
directors and executive officers, as of the date hereof.
6
(d) During the past five years, neither Vivendi Universal nor, to
Vivendi Universal's knowledge, any person named in Schedule A has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the past five years, neither Groupe Canal+ nor, to Groupe
Canal+'s knowledge, any person named in Schedule B has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, neither Financiere nor, to Financiere's
knowledge, any person named in Schedule C has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Vivendi Universal nor, to
Vivendi Universal's knowledge, any person named in Schedule A has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
During the past five years, neither Groupe Canal+ nor, to Groupe
Canal+'s knowledge, any person named in Schedule B has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
During the past five years, neither Financiere nor, to Financiere's
knowledge, any person named in Schedule C has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. Source and Amount of Funds or Other Consideration
Financiere paid for the shares of Preferred Stock and the CVRs
(defined below) with the proceeds of loans made to it by Vivendi Universal.
Vivendi Universal used a combination of cash on hand and borrowings under
existing working capital credit facilities to make the loan to Financiere. The
amount of funds used in making the purchase was $1,499,999,929.21.
ITEM 4. Purpose of the Transaction
(a)-(b) Vivendi Universal, Groupe Canal+ and Financiere acquired
beneficial ownership of 57,604,790 shares of Common Stock through the
acquisition of 5,760,479 shares of the Company's Series D mandatorily
convertible participating preferred stock, par value $0.01 per share (the
"Preferred Stock"), which were acquired for the consideration described in
Item 3 at the closing of the Investment Agreement dated December 14, 2001 (the
"Investment Agreement"), between the Company and Vivendi Universal. Each share
of Preferred Stock is convertible into 10
7
shares of Common Stock, on the terms and subject to the conditions set forth
in the Certificate of Designations adopted by the Company with respect thereto
(the "Certificate of Designations"), which are described below. In addition,
the Investment Agreement provided for the issuance of the CVRs described in
Item 6 below. In accordance with the terms of the Investment Agreement,
Vivendi Universal assigned its rights to receive the Preferred Stock and the
CVRs to Financiere. The purchase of the Preferred Stock and the CVRs is
referred to in this statement as the "Strategic Investment".
The purpose of the Strategic Investment was for Vivendi Universal to
acquire an equity investment in the Company. In addition, in connection with
the Strategic Investment Vivendi Universal and the Company have entered into
certain commercial agreements pursuant to which Vivendi Universal will develop
programming and interactive television services which will be provided to the
Company's DISH Network satellite TV customers in the United States.
The Strategic Investment was not conditioned on consummation of the
Company's pending merger with Hughes Electronics Corporation, a Delaware
corporation ("Hughes"), as contemplated by the Agreement and Plan of Merger
dated as of October 28, 2001, by and between the Company and Hughes (the
"Hughes Merger Agreement") (the "Hughes Merger"), however it is contemplated
that some or all of the proceeds will be used to fund the cash portion of the
Hughes Merger.
Each share of Preferred Stock will convert into ten shares of Common
Stock at the election of Financiere, which may be made at any time, or
mandatorily upon the earliest occurrence of one of the following events: (i)
the consummation of the Hughes Merger; (ii) the first date that the number of
shares of Common Stock held of record and beneficially by Vivendi Universal
(or its wholly owned subsidiaries), assuming the conversion of all shares of
Preferred Stock held of record and beneficially by Vivendi Universal (or its
wholly owned subsidiaries) would represent less than 51% of the total number
of shares of Common Stock underlying the Preferred Stock; (iii) the purported
sale, assignment, transfer or other disposition of any share of Preferred
Stock to any person other than Vivendi Universal or a wholly owned subsidiary
of Vivendi Universal; or (iv) January 22, 2007.
(c) Not applicable.
(d) The information set forth in Item 6 is hereby incorporated by
reference herein.
(e)-(f) Not applicable.
(g) In connection with the Strategic Investment the Company adopted
the Certificate of Designations.
(h)-(j) Not applicable.
ITEM 5. Interest in Securities of the Issuer
(a)-(b) The Company has informed Vivendi Universal, Groupe Canal+ and
Financiere that as of January 18, 2002, there were 241,136,634 shares
of Common Stock issued and outstanding and there were 238,435,208 shares of
Class B Common Stock issued and outstanding, each of which is convertible into
one share of Common Stock. As a result of the Strategic Investment, Financiere
beneficially owns 57,604,790 shares of Common Stock, representing
approximately 19.3% of the shares of Common
8
Stock. This figure assumes conversion of all shares of Preferred Stock held by
Financiere. Assuming conversion of all shares of Preferred Stock held by
Financiere and conversion of all outstanding shares of Class B Common Stock,
Financiere would beneficially own approximately 10.72% of the Common Stock.
Because each share of Class B Common Stock of the Company is entitled to 10
votes per share, Financiere beneficially owns equity securities of the Company
representing approximately 2.15% of the voting power of the Company, assuming
no conversion of the Class B Common Stock.
Vivendi Universal, by virtue of its indirect ownership of all of the
capital stock of Financiere and Groupe Canal+, by virtue of its direct
ownership of all of the capital stock of Financiere, are each beneficial
owners of all the Common Stock owned by Financiere and beneficially own the
same percentages of Common Stock described above.
(c) Neither Vivendi Universal nor, to the knowledge of Vivendi
Universal, any person named in Schedule A, has effected any transaction in
Common Stock during the past 60 days.
Neither Groupe Canal+ nor, to the knowledge of Groupe Canal+, any
person named in Schedule B, has effected any transaction in shares of Common
Stock during the past 60 days.
Neither Financiere nor, to the knowledge of Financiere, any person
named in Schedule C, has effected any transaction in shares of Common Stock
during the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock reported in this Item 5.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to the Securities of the Issuer
On January 22, 2002 (the "Closing"), pursuant to the Investment
Agreement, Vivendi Universal and the Company consummated the Strategic
Investment. In connection with the Strategic Investment, the following
additional agreements were entered into: (i) the CVR Agreement dated as of
January 22, 2002 (the "CVR Agreement"), between Vivendi Universal and the
Company; (ii) the Registration Rights Agreement dated as of January 22, 2002
(the "Registration Rights Agreement"), between Vivendi Universal and the
Company; (iii) the Stockholder Voting Agreement dated as of December 14, 2001
(the "Stockholder Voting Agreement"), among Vivendi Universal, Charles W.
Ergen, and The Samburu Warrior Revocable Trust, for which Mr. Ergen is the
sole trustee (the "Samburu Trust"); and (iv) the Stockholder Agreement dated
as of December 14, 2001 (the "Hughes Stockholder Agreement"), among Vivendi
Universal, General Motors Corporation, a Delaware corporation, and Hughes
Electronics Corporation. The Investment Agreement, the CVR Agreement, the
Registration Rights Agreement, the Stockholder Voting Agreement and the Hughes
Stockholder Agreement are collectively referred to in this statement as the
"Transaction Agreements". The summary descriptions contained in this statement
of the Transaction Agreements are qualified in their entirety by reference to
the complete texts of such agreements, filed as Exhibits hereto and
incorporated herein by reference.
9
I. Election of Directors and Voting.
Pursuant to the Investment Agreement, the Company agreed to appoint
Mr. Messier to the Board of directors of the Company (the "Board"), as of the
Closing. In addition, at all times prior to the consummation of the Hughes
Merger, the Company will cause Mr. Messier to be nominated for re-election at
each meeting of the stockholders of the Company called for the election of
directors coincident with the termination of Mr. Messier's term as a director
and will use commercially reasonable efforts to cause Mr. Messier to be
reelected at each such meeting.
The Company's obligations will remain in effect so long as Vivendi
Universal or its subsidiaries own Preferred Stock or Common Stock
representing, on a fully converted basis, 51% or more of the total shares of
Common Stock underlying the Preferred Stock issued to Financiere at the
Closing. The foregoing condition is referred to in this statement as the "51%
Test".
Pursuant to the Stockholder Voting Agreement, each of Vivendi
Universal, Mr. Ergen and the Samburu Trust have agreed that:
(i) each of Mr. Ergen and the Samburu Trust will exercise all
authority under applicable law to cause Mr. Messier (or his successor as chief
executive officer of Vivendi Universal), to become a member of the Board and
to be nominated for re-election and re-elected at all subsequent meetings of
the stockholders of the Company called for the election of directors
coincident with the termination of Mr. Messier's (or his successor's) term as
a director. This obligation will terminate on the date the Hughes Merger is
consummated, or the first date that Vivendi Universal fails the 51% test, if
earlier; and
(ii) at any meeting of the Board where a vote is to be taken with
respect to an agreement between the Company and any programmer, Mr. Messier
(or his successor) will recuse himself from voting and absent himself from the
meeting.
II. Division of Loss.
Pursuant to the CVR Agreement, the Company issued 57,604,790
contingent value rights (the "CVRs") to Financiere at the Closing. Each CVR
entitles Vivendi Universal (or the wholly owned subsidiary of Vivendi
Universal holding the CVR) to receive a payment (the "CVR Payment") on the
Maturity Date described below, equal to the amount by which the weighted
average price of the Common Stock for the 20 trading days ended five days
before the Maturity Date is less than $26.0395 (the "Reference Price"). The
Maturity Date is defined as the earliest date on which one of the following
events occurs: (i) the 36-month anniversary of consummation of the Hughes
Merger, (ii) the 30-month anniversary of the closing of the Stock Purchase
Agreement dated as of October 28, 2001, among the Company, Hughes and the
other parties thereto, relating to the purchase of all of Hughes's indirect
equity interest in PanAmSat Corporation (the "PanAmSat Purchase Agreement"),
or (iii) the 30-month anniversary of the termination of the PanAmSat Purchase
Agreement. The applicable 36 or 30 month period is referred to as the
"Protection Period".
If the Maturity Date occurs after consummation of the Hughes Merger,
the CVR Payment will be made based on the amount by which the 20-day weighted
average trading price of the class of stock the Common Stock is converted into
in the Hughes Merger ("Successor Stock") is less than the Reference Price. The
Reference Price will be adjusted to reflect the Exchange Ratio in the Hughes
Merger and for other standard dilutive events, such as stock splits.
10
The amount of the CVR Payment is capped at 35% of the Reference
Price, if the Hughes Merger has not been consummated as of the Maturity Date,
or 15% of the Reference Price if the Hughes Merger has been consummated. The
CVRs will terminate and become null and void if, under the circumstances
described below, there is a 90-day period in which on each trading day the
volume weighted average price of the Common Stock or the Successor Stock, as
applicable, exceeds 120% of the Reference Price. In order to trigger
termination of the CVRs, the 90-day period must occur within the Protection
Period and, further, if the Protection Period is determined by the date of
consummation of the Hughes Merger, the 90-day period may not occur within the
first 6 months of the Protection Period.
The CVRs are not transferrable and one CVR will terminate and become
null and void for each share of Common Stock that is transferred by Vivendi
Universal or its wholly owned subsidiaries (other than a sale to Vivendi
Universal or another wholly owned subsidiary). In addition, all of the CVRs
will terminate if in the 180-day period proceeding the Maturity Date Vivendi
Universal or its subsidiaries sells any Common Stock or Successor Stock in
transactions likely to influence the trading price of the Common Stock or the
Successor Stock, as applicable, including any sales of Common Stock or
Successor Stock in the 30-day period proceeding the Maturity Date. In
connection with the foregoing the Company has agreed not to acquire any Common
Stock or Successor Stock in the same 30-day period.
III. Restrictions on Sale or Purchase of Common Stock.
The Transaction Agreements impose the following restrictions on
sales of shares of Common Stock acquired in the Strategic Investment:
(i) Pursuant to the Registration Rights Agreement, Vivendi Universal
and its wholly owned subsidiaries may not sell or hedge any equity security of
the Company (including the Common Stock) so long as the Hughes Merger
Agreement remains effective.
In the event the Hughes Merger Agreement is terminated, the
Registration Rights Agreement provides for customary holdbacks and blackouts
of sales of Common Stock by Vivendi Universal and its affiliates in connection
with offerings of debt or equity securities by the Company.
The Registration Rights Agreement will terminate upon the
consummation of the Hughes Merger; and
(ii) As described in II, above, the CVR Agreement provides for the
termination of the CVRs upon certain sales or transfers of shares of Common
Stock in the 180-day period prior to the Maturity Date.
With respect to purchases of shares of Common Stock, the Investment
Agreement provides that so long as: (i) Mr. Ergen is the Chief Executive
Officer or a director of the Company, and (ii) either (x) Vivendi Universal
and its affiliates collectively own 1% of the outstanding capital stock of the
Company, or (y) Mr. Messier (or his successor) is on the Board or (z) the
agreement contemplated by Annex I to the Investment Agreement is in full force
and effect, Vivendi Universal and its affiliates will not acquire, propose to
acquire or beneficially own, any securities of the Company if the purchase
would increase Vivendi Universal's and its affiliates' collective ownership
interest in the Company by more than 1% beyond the level as of the Closing.
This restriction is not applicable at any time during which Charles W. Ergen
is not the Chief Executive Officer of the Company and either (A) the Company
enters into an agreement to sell at least 50% of the voting securities or
assets of the Company, or (B) any person or group commences a takeover
attempt.
11
ITEM 7. Material to be Filed as Exhibits
1. Investment Agreement, dated December 14, 2001, by and between
EchoStar Communications Corporation and Vivendi Universal, S.A..
2. EchoStar Communications Corporation Certificate of Designations
Establishing the Voting Powers, Designations, Preferences, Limitations,
Restrictions, and Relative Rights of Series D Mandatorily Convertible
Participating Preferred Stock, par value $.01 per share.
3. Stockholder Voting Agreement, dated December 14, 2001, by and
among Charles W. Ergen, The Samburu Warrior Revocable Trust and Vivendi
Universal, S.A..
4. Contingent Value Rights Agreement, dated January 22, 2002, by
and between EchoStar Communications Corporation and Vivendi Universal, S.A..
5. Registration Rights Agreement, dated January 22, 2002, by and
between EchoStar Communications Corporation and Vivendi Universal, S.A..
6. Stockholder Agreement, dated December 14, 2001, by and among
Vivendi Universal, S.A., General Motors Corporation, and Hughes Electronics
Corporation.
12
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this
statement is true, complete and correct.
Dated: January 22, 2002
VIVENDI UNIVERSAL, S.A.
By: /s/ George E. Bushnell III
---------------------------
Name: George E. Bushnell III
Title: Vice President and
Corporate Counsel
GROUPE CANAL+
By: /s/ Pierre Lescure
---------------------------
Name: Pierre Lescure
Title: Chairman and Chief Executive
Officer
FINANCIERE DE VIDEOCOMMUNICATION
By: /s/ Marc-Andre Feffer
---------------------------
Name: Marc-Andre Feffer
Title: Chairman and Chief
Executive Officer
SCHEDULE A
Set forth below is the name, business address, principal occupation
or employment and citizenship of each director and executive officer of
Vivendi Universal. Unless otherwise indicated, the business address of each
person listed below is 42, Avenue de Friedland, 75380 Paris Cedex 08, France.
Name and Principal Occupation or
Business Address Employment and Business Address Citizenship
---------------- ------------------------------- -----------
Jean-Marie Messier Chairman and CEO of Vivendi Universal France
Eric Licoys Co-COO of Vivendi Universal France
Pierre Lescure Chairman and CEO of CANAL+, Chairman of the France
Executive Board of Groupe Canal+ and
Co-COO of Vivendi Universal
Bernard Arnault Chairman and CEO of LVMH France
30, avenue Hoche
75008 Paris, France
Jean-Louis Beffa Chairman and CEO of Compagnie de France
Saint-Gobain
Les Miroirs
92096 Paris Cedex
27, France
Edgar Bronfman, Jr. Vice Chairman of the Board of Directors of U.S.
Vivendi Universal
Edgar M. Bronfman Director, Vivendi Universal U.S.
Richard H. Brown Chairman and CEO of Electronic Data Systems Inc. U.S.
5400 Legacy Drive
Plano, Texas 75024-3199
Jean-Marc Espalioux Chairman of the Executive Board of Accor. France
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex
15, France
Philippe Foriel-Destezet Chairman and CEO of Adecco France
52, rue de la Bienfaisance
75008 Paris, France
Jacques Friedmann Retired Chairman of the Supervisory Board France
of AXA-UAP (Chairman from 1993-2000)
80, avenue de Breteuil
75015 Paris, France
Guillaume Hannezo Senior Executive Vice President and CFO of France
Vivendi Universal
Esther Koplowitz Chairman and Member of the Board of Spain
Directors of Fomento de Construcciones y
Contratas
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid, Spain
Name and Principal Occupation or
Business Address Employment and Business Address Citizenship
---------------- ------------------------------- -----------
Mario-Josee Kravis Senior Fellow, Hudson Institute Inc. U.S.
c/o 625 Park Avenue
New York, New York 10021
Henri Lachmann Chairman and CEO of Schneider Electric France
Industries
43-45, boulevard
F. Roosevelt,
92500 Rueil-Malmaison, France
Samuel Minzberg President and Chief Executive Officer of Canada
Claridge Inc.
1170 Peel Street
Montreal, Quebec H3B 4P2
Simon Murray Chairman of Simon Murray & Company U.K.
Princes House-2nd Floor
38, Jermyn Street
London SW1Y 6DT
Serge Tchuruk Chairman and CEO of Alcatel France
54, rue de la Boetie
75008 Paris, France
Rene Thomas Honorary Chairman and Director of Banque France
Nationale de Paris-PARIBAS
16, boulevard des Italiens
75009 Paris, France
Marc Vienot Honarary Chairman of Societe France
Generale
Tour Societe Generale
92972 Paris La Defense
Cedex, France
SCHEDULE B
Set forth below is the name, business address, principal occupation
or employment and citizenship of each director and executive officer of Groupe
Canal+. Unless otherwise indicated, the business address of each person listed
below is 85-89 Quai Andre Citroen 75711 Paris Cedex 15, France.
Name and Principal Occupation or
Business Address Employment and Business Address Citizenship
---------------- ------------------------------- -----------
Jean-Marie Messier Chairman and CEO of Vivendi Universal France
42, Avenue de Friedland
75380 Paris Cedex 08, France
Jorge Semprun Writer Spain
76, rue de l'Universite
75007 Paris, France
Guillaume Hannezo Senior Executive Vice President and CFO of France
Vivendi Universal
42, Avenue de Friedland
75380 Paris Cedex 08, France
Eric Licoys Co-COO of Vivendi Universal France
42, Avenue de Friedland
75380 Paris Cedex 08, France
Philippe Gildas Representative of the Employee France
Shareholders Association of Groupe Canal+
Pierre Lescure Chairman and CEO of CANAL+, Chairman of the France
Executive Board of Groupe Canal+ and Co-COO of
Vivendi Universal
Marc-Andre Feffer Chairman and CEO of Financiere, Vice Chairman France
and General Counsel of Groupe Canal+
Denis Olivennes COO of Groupe Canal+ France
Ron Meyer President and Chief Operating Officer of U.S.
Universal Studios Inc
100 Universal City
Plaza Building 1280, 14th Floor
Universal City CA 91608-1085, U.S.
Alain de Greef Member of the Executive Board of Groupe Canal+ France
SCHEDULE C
Set forth below is the name, business address, principal occupation
or employment and citizenship of each director and executive officer of
Financiere. Unless otherwise indicated, the business address of each person
listed below is 85-89 Quai Andre Citroen, 75015 Paris, France.
Marc-Andre Feffer Chairman and CEO of Financiere, Vice President France
and General Counsel of Groupe Canal+
Denis Olivennes COO of Groupe Canal+ France
Thomas Christin Vice President of Planning and Analysis of France
Groupe Canal+
Fabrice Faux Accounting Director of Groupe Canal+ France