dishnetwork13d-a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
DISH
NETWORK CORPORATION
(Name of
Issuer)
CLASS A
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title
of Class of Securities)
278762109
(CUSIP
Number)
R.
Stanton Dodge
Executive
Vice President, General Counsel and Secretary
DISH
Network Corporation
9601
S. Meridian Blvd.
Englewood,
Colorado 80112
(303)
723-1000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
5, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* 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
(“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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
CUSIP No.
278762109
|
1.
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NAME
OF REPORTING PERSON
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Charles
W. Ergen
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
3. SEC
Use Only
OO
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Number
Of Shares Beneficially Owned By Each Reporting Person
With
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7. SOLE
VOTING POWER
133,553,629
VOTING SHARES (1)
900,000
SIXTY DAY SHARES (2)
1,334
OTHER SHARES (3)
|
|
8. SHARED
VOTING POWER
|
|
9. SOLE
DISPOSITIVE POWER
133,553,629
VOTING SHARES (1)
900,000
SIXTY DAY SHARES (2)
1,334
OTHER SHARES (3)
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10. SHARED
DISPOSITIVE POWER
|
|
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING
PERSON
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134,454,963
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
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14.
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TYPE
OF REPORTING PERSON
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(1)
“Voting Shares” include all shares of Class A Common Stock (“Class A Common
Stock”) and Class B Common Stock (“Class B Common Stock”) of DISH Network
Corporation (“DISH Network”) of which Mr. Ergen is the sole beneficial
owner. The shares of Class B Common Stock are convertible into shares
of Class A Common Stock on a one-for-one basis at any time. The
Voting Shares represent: (i) 448,652 shares of Class A Common Stock
owned beneficially directly by Mr. Ergen; (ii) 18,648 shares of Class A Common
Stock owned beneficially indirectly by Mr. Ergen in DISH Network’s 401(k)
Employee Savings Plan; (iii) 27,175 shares of Class A Common Stock owned
beneficially by Mr. Ergen as custodian for his minor children; and (iv)
133,059,154 shares of Class B Common Stock owned beneficially directly by Mr.
Ergen.
(2)
“Sixty Day Shares” are shares of Class A Common Stock deemed to be owned
beneficially under Rule 13d- 3(d)(1) because Mr. Ergen has the right to acquire
beneficial ownership of such shares within 60 days of the date hereof.
Upon acquisition by Mr. Ergen, these shares will become Voting Shares.
(3)
“Other Shares” represent (i) 235 shares of Class A Common Stock owned
beneficially by Mr. Ergen’s spouse Cantey Ergen; and (ii) 1,099 shares of Class
A Common Stock owned beneficially in Mrs. Ergen’s 401(k) Plan.
(4) Based
on 211,634,045 shares of Class A Common Stock outstanding on September
5, 2008 and assuming conversion of the shares of Class B Common Stock held
by the Reporting Person into Class A Common Stock. Because such
Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of outstanding
Class B Common Stock into Class A Common Stock, the percentage of the
Class A Common Stock that the Reporting Person may be deemed to own
beneficially would be approximately 29.9%. Because each share of
Class B Common Stock is entitled to 10 votes per share, the Reporting
Person owns beneficially equity securities of the Company representing
approximately 51.3% of the voting power of the Company (assuming no conversion
of the Class B Common Stock).
ITEM
4. Purpose of
Transaction.
Item 4 is
hereby amended and supplemented as follows:
Mr. Ergen
gifted 75,000,000 shares of Class B Common Stock to the Ergen 2008 Two-Year GRAT
dated September 5, 2008 (the “2008 GRAT”) on September 5, 2008. Mr.
Ergen established the 2008 GRAT for estate planning purposes. Under
the trust agreement establishing the 2008 GRAT, Mr. William Gouger will serve as
trustee of the 2008 GRAT and will hold sole voting and investment power over the
75,000,000 shares of Class B Common Stock held by the 2008 GRAT, except as set
forth in Item 6 below. Mr. Ergen receives an annuity amount from the
2008 GRAT under the trust agreement governing the 2008 GRAT. Members
of Mr. Ergen’s family are the beneficiaries of the 2008 GRAT. The
2008 GRAT will expire two years from the date of transfer of the shares of Class
B Common Stock to the 2008 GRAT.
ITEM
5. Interest in Securities
of the Issuer.
Item 5 is
amended and restated as follows:
(a) and
(b) Mr. Ergen beneficially owns securities convertible into or
exercisable for 134,454,963 shares of Class A Common Stock representing 38.9% of
the class after giving effect to conversion and exercise of all derivative
securities held by Mr. Ergen. Such shares include: (i)
448,652 shares of Class A Common Stock; (ii) 18,648 shares of Class A
Common Stock held in DISH Network’s 401(k) Employee Savings Plan (the “401(k)
Plan”); (iii) the right to acquire 900,000 shares of Class A Common Stock
within 60 days upon the exercise of employee stock options; (iv) 235
shares of Class A Common Stock held by Mr. Ergen’s spouse, Cantey Ergen;
(v) 1,099 Class A Shares held in the 401(k) Plan by Mrs. Ergen;
(vi) 27,175 shares of Class A Common Stock held as custodian for
Mr. Ergen’s children; and (vii) 133,059,154 Class A Shares issuable
upon conversion of Mr. Ergen’s shares of Class B Common
Stock. Mr. Ergen has sole voting power with respect to 134,454,963
shares and holds sole dispositive power with respect to 133,553,629
shares.
(c)
Except as set forth herein, Mr. Ergen does not have beneficial ownership of, and
has not engaged in any transaction during the past 60 days in, any shares of
Class A Common Stock.
(d) Not
applicable.
(e) Not applicable.
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ITEM
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Item 6 is
amended and restated as follows:
The trust
agreement for the 2008 GRAT contains an irrevocable provision that provides that
the trustee will not dispose of any shares of DISH Network held by the 2008
GRAT unless a Change of Control Event occurs. If a Change of
Control Event occurs, the trustee of the 2008 GRAT will have sole
discretion with respect to the disposition of any shares of DISH Network held by
the 2008 GRAT.
A “Change
of Control Event” will occur if (i) as the result of a transaction or a series
of transactions any person other than Charles W. Ergen (or a Related Party)
individually owns more than fifty percent (50%) of the total Equity Interests of
either (A) DISH Network or (B) the surviving entity in any such
transaction(s) or a controlling affiliate of such surviving entity in such
transaction(s); and (ii) a majority of the members of the Board of Directors of
DISH Network are no longer Continuing Directors; and (iii) as the result of
a transaction or a series of transactions any person other than Charles W. Ergen
(or a Related Party) individually owns more than fifty percent (50%) of the
total voting power of either (A) DISH Network or (B) the surviving entity
in any such transaction(s) or a controlling affiliate of such surviving entity
in such transaction(s); and (iv) Charles W. Ergen sells Equity Interests of
DISH Network such that he owns beneficially less than 50% of the total Equity
Interests that he owned beneficially immediately following the grant of shares
to the 2008 GRAT.
For
purposes of the definition of “Change of Control Event”:
“Continuing
Director” means, as of any date of determination, any member of the Board of
Directors of DISH Network who: (a) was a member of such Board of Directors
on September 5, 2008; or (b) was nominated for election or elected to such Board
of Directors either (x) with the affirmative vote of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election or (y) by Charles W. Ergen and his Related
Parties.
“Equity
Interest” means any capital stock of DISH Network and all warrants, options
or other rights to acquire capital stock of DISH Network (but excluding any debt
security that is convertible into, or exchangeable for, capital stock of
DISH Network).
“Related
Party” means, (a) Charles W. Ergen’s spouse and each of his immediate family
members; (b) each trust, corporation, partnership or other entity of
which Charles W. Ergen beneficially holds an eighty percent (80%) or
more controlling interest or that was created for estate planning purposes
including without limitation the grantor retained annuity trusts dated November
9, 2005 and September 5, 2008; and (c) the personal representatives,
administrators, executor, guardians, or any person(s) or entit(ies) to which
Charles W. Ergen’s shares of DISH Network are transferred as a result of a
transfer by will or the applicable laws of descent and
distribution.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
CHARLES W.
ERGEN
Dated:
September 8,
2008
/s/ Charles
W.
Ergen
Charles W.
Ergen
Attention: Intentional
misstatements or omissions of fact
constitutes
Federal criminal violations (See 18 U.S.C. 1001)