SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2001
ECHOSTAR COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in charter)
NEVADA 0-26176 88-0336997
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5701 S. SANTA FE DRIVE
LITTLETON, COLORADO 80120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 723-1000
ITEM 5. OTHER EVENTS
EchoStar Communications Corporation ("EchoStar") today announced a
proposed $1.5 billion investment by Vivendi Universal and the formation of a
strategic alliance to offer new programming and interactive television services
to consumers.
EchoStar also announced that its EchoStar DBS Corporation ("EDBS")
subsidiary is offering $700 million aggregate principal amount of Senior Notes
due 2009, in accordance with Securities and Exchange Commission Rule 144A.
EDBS also expects to offer to exchange approximately $1 billion of
EchoStar Broadband Corporation 10 3/8% Senior Notes due 2007 (the "EBC Notes")
for substantially identical notes of EDBS. Pursuant to the terms of the EBC
Notes indenture, EDBS must make the offer as soon as practical following the end
of the first fiscal quarter during which EDBS has accumulated sufficient
consolidated cash flow, as defined in the indentures related to the EDBS 9 1/4%
Senior Notes due 2006 and 9 3/8% Senior Notes due 2009 (the "EDBS Notes"),
permitting the incurrence of $1 billion of additional debt under the
indebtedness to cash flow ratio test contained in the indentures for the EDBS
Notes. Even considering the additional $700 million of indebtedness resulting
from the offering announced today, EDBS expects the requirement to effect the
exchange of the EBC Notes to be triggered on either December 31, 2001 or March
31, 2002.
In addition, EchoStar confirmed that as a result of delays by the
satellite manufacturer, and insurance procurement issues resulting from market
reticence with respect to Atlas III launches, particularly following the
September 11th tragedy, the earliest scheduled launch of EchoStar VII is now the
first quarter of 2002 (subject to FCC approval). Notwithstanding the EchoStar
VII launch delay, we believe that we are technologically prepared to meet the
"must carry" mandate in the markets we currently serve, but there can be no
assurance that the FCC's interpretation of its "must carry" rules will not
hamper our ability to comply.
All statements contained herein, as well as statements made in press releases
and oral statements that may be made by us or by officers, directors or
employees acting on our behalf, that are not statements of historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause our actual results to be materially different from historical results or
from any future results expressed or implied by such forward-looking statements.
Among the factors that could cause our actual results to differ materially are
the following: a total or partial loss of one or more satellites due to
operational failures, space debris or otherwise; delays in the construction of
our seventh, eighth or ninth satellites; an unsuccessful deployment of future
satellites; inability to settle outstanding claims with insurers; a decrease in
sales of digital equipment and related services to international direct-to-home
service providers; a decrease in DISH Network subscriber growth; an increase in
subscriber turnover; an increase in subscriber acquisition costs; an inability
to obtain certain retransmission consents; our inability to retain necessary
authorizations from the FCC; an inability to obtain patent licenses from holders
of intellectual property or redesign our products to avoid patent infringement;
an increase in competition from cable as a result of digital cable or otherwise,
direct broadcast satellite, other satellite system operators, and other
providers of subscription television services; future acquisitions, business
combinations, strategic partnerships and divestitures; the introduction of new
technologies and competitors into the subscription television business; a change
in the regulations governing the subscription television service industry; the
outcome of any litigation in which we may be involved; general business and
economic conditions; and other risk factors described from time to time in our
reports and statements filed with the Securities and Exchange Commission. In
addition to statements that explicitly describe such risks and uncertainties,
readers are urged to consider statements that include the terms "believes,"
"belief," "expects," "plans," "anticipates," "intends" or the like to be
uncertain and forward-looking. All cautionary statements made herein should be
read as being applicable to all forward-looking statements wherever they appear.
In this connection, investors should consider the risks described herein and
should not place undue reliance on any forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ECHOSTAR COMMUNICATIONS CORPORATION
Dated: December 14, 2001 By: /s/ Michael R. McDonnell
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Michael R. McDonnell,
Senior Vice President Chief
Financial Officer
EXHIBITS INDEX
Exhibit Description
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99.1 Press Release, dated December 14, 2001, issued by EchoStar and
Vivendi Universal announcing the formation of a strategic
alliance to offer new programming and interactive television
services for consumers.
99.2 Press Release, dated December 14, 2001, issued by EchoStar
announcing an offering of $700 million aggregate principal
amount of Senior Notes by EchoStar DBS Corporation under Rule
144A.