Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 11 37K
Ownership
2: EX-18 Letter re: Change in Accounting Principles 4 19K
3: EX-19 Report Furnished to Security Holders 3 15K
4: EX-20 Other Document or Statement to Security Holders 3 14K
5: EX-21 Subsidiaries of the Registrant 3 14K
6: EX-22 Published Report Regarding Matters Submitted to a 2 10K
Vote of Security Holders
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
XM Satellite Radio Holdings Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
983759-10-1
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(CUSIP Number)
John D. Hardy, Jr., Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 2004
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(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 [_].
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 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
Page 1 of 10 pages
CUSIP NO.983759-10-1 Schedule 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Honda Motor Co., Inc. ("American Honda")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Item 2(d) [__]
Item 2(e) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
24,571,600
NUMBER OF ---------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
24,571,600
REPORTING ---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,571,600
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CUSIP NO.983759-10-1 Schedule 13D Page 3 of 10 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ X ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO.983759-10-1 Schedule 13D Page 4 of 10 Pages
This Amendment No. 6 to Schedule 13D amends or amends and restates, where
indicated, the statement on Schedule 13D relating to the Class A Common
Stock of the Issuer filed by American Honda with the Securities and
Exchange Commission on August 22, 2000, as amended on April 9, 2001,
February 15, 2002, June 25, 2002, April 28, 2003 and September 10, 2003 (as
so amended, the "Initial Schedule 13D"). Capitalized terms used in this
Amendment No. 6 but not otherwise defined herein have the meanings given to
them in the Initial Schedule 13D.
This Amendment No.6 is being made to reflect that, as of January 13,
2004 and January 22, 2004, American Honda entered into certain agreements
and amendments to existing agreements with respect to securities of the Issuer.
Except as otherwise set forth herein, this Amendment No. 6 does not modify
any of the information previously reported by American Honda in the Initial
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
The statement on Schedule 13D is being filed by American Honda Motor Co.,
Inc. ("American Honda"), with principal executive offices at 1919 Torrance
Boulevard, Torrance, California 90501-2200. American Honda is in the business of
distributing automobiles, motorcycles and power equipment products.
Honda Motor Co., Ltd., a Japanese corporation ("Honda Motor"), is the sole
shareholder of American Honda and has principal executive offices at 1-1, Minami
Aoyama 2 chome, Minato-Ku, Tokyo, Japan. Honda Motor is in the business of
manufacturing automobiles, motorcycles and power equipment products.
Following is a list of the identity, citizenship, position and principal
occupation of each executive officer and director of Honda Motor and American
Honda, as of a recent practicable date.
Honda Motor
Executive Officer/Director (Citizenship) Position/Principal Occupation
--------------------------------------- -----------------------------
Yoshihide Munekuni (Japan citizen) Chairman and Representative
Director
Takeo Fukui (Japan citizen) President and CEO
Koichi Amemiya (Japan citizen) EVP & Representative Director
COO, North America Regional
Operations Chairman and CEO of
American Honda
Michiyoshi Hagino (Japan citizen) Senior Managing & Representative
Director
COO, Automobile Operations
CUSIP NO.983759-10-1 Schedule 13D Page 5 of 10 Pages
Minoru Harada (Japan citizen) Senior Managing & Representative
Director
COO, Europe, Middle East & Africa
Operations
Motoatsu Shiraishi (Japan citizen) Senior Managing & Representative
Director
COO, Production Operations
Satoshi Aoki (Japan citizen) Senior Managing & Representative
Director
COO, Business Management Operations
Chief Financial Officer
Hiroshi Okubo (Japan citizen) Senior Managing & Representative
Director
COO, Business Support Operations
American Honda
Executive Officer/Director (Citizenship) Position/Principal Occupation
---------------------------------------- -----------------------------
Koichi Amemiya (Japan Citizen) Director
Chairman of the Board and CEO
Koichi Kondo (Japan Citizen) Director
President & COO
Koki Hirashima (Japan Citizen) Director
President of Honda of America
Manufacturing, Inc.
Richard E. Colliver(US Citizen) Director
EVP - Honda Sales and Acura
Thomas G. Elliott (US Citizen) Director
EVP - Auto Operations
Chester L. Hale (US Citizen) Director
EVP - Product Regulatory Office
Hideo Takemura (Japan Citizen) Director
EVP - Auto Parts & Service/
Technical Operations
Shinichi Sakamoto (Japan Citizen) VP - Finance and Treasurer
Hiroshi Matsumoto (Japan Citizen) VP - Human Resources &
Administration and Secretary
CUSIP NO.983759-10-1 Schedule 13D Page 6 of 10 Pages
Neither American Honda, Honda Motor, nor, to the best knowledge of each of
them, any of their respective executive officers or directors has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
By virtue of the Director Designation Agreement described in the response
to Item 6, which currently contains certain voting agreements formerly contained
in the Amended and Restated Shareholders Agreement (as currently amended as the
Third Amended and Restated Shareholders and Noteholders Agreement described in
the response to Item 6), American Honda may be deemed to be a part of a group
(within the meaning of Section 13(d) of the Exchange Act of 1934 (the "Exchange
Act") that is comprised of the following entities: (1) Clear Channel
Investments, Inc. ("Clear Channel"); (2) Madison Dearborn Capital Partners III,
L.P. ("M-D Capital Partners"), Madison Dearborn Special Equity III, L.P.("M-D
Special Equity"), and Special Advisors Fund I, L.L.C. ("Special Advisors," and,
together with M-D Capital Partners and M-D Special Equity, "Madison Dearborn");
(3) American Honda; and (4) Hughes Electronic Corporation ("Hughes"). American
Honda expressly disclaims beneficial ownership of the shares of Class A Common
Stock held by the other members of the group, and the filing of this statement
on Schedule 13D by American Honda is not an admission by American Honda that it
is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of
any of the shares of Class A Common Stock held by the other members of the
group.
Based solely upon information provided to American Honda by the Issuer (the
"Available Data"), American Honda believes that, as of January 31, 2004, (a) the
members of the group beneficially owned the number of shares of Class A Common
Stock set forth in the table below, constituting in each case that percentage of
the Class A Common Stock outstanding on such date set forth in the table,
(b) the Series C Preferred Stock was convertible into Class A Common Stock at
the conversion price of $8.89 per share, (c) the 10% Convertible Notes were
convertible into Class A Common Stock at the conversion price of $3.18 per share
and (d) there were 181,989,094 shares of Class A Common Stock outstanding. The
Issuer's Series A Convertible Preferred Stock, par value $.01 per share (the
"Series A Convertible Preferred Stock"), is convertible into Class A Common
Stock on a one-for-one basis.
Name of Beneficial Owner Number of Shares Percentage
------------------------ ---------------- ----------
CLEAR CHANNEL 8,329,877 4.6%
MADISON DEARBORN 4,227,621 2.3%
AMERICAN HONDA 24,571,600 11.9%
HUGHES 7,108,184 4.9%
CUSIP NO.983759-10-1 Schedule 13D Page 7 of 10 Pages
American Honda holds of record 50,000 shares of Series C Preferred Stock,
which as of January 31, 2004 were convertible into 7,227,691 shares of Class A
Common Stock. American Honda holds of record $50,000,000 in initial value of 10%
Convertible Notes, which as of January 31, 2004 were convertible into 17,343,909
shares of Class A Common Stock. American Honda has sole power to vote or to
direct the vote, and sole power to dispose or direct the disposition of, the
Class A Common Stock to which this statement on Schedule 13D relates.
Based solely upon the information set forth in the Issuer's Registration
Statement on Form S-1, No. 333-39176, filed with the Securities and Exchange
Commission on June 13, 2000 (the "Registration Statement"), and on the Available
Data, American Honda believes that: (1) on October 8, 1999, each of General
Motors Corporation and DIRECTV Enterprises, Inc. acquired from the Issuer in a
private placement 5,393,252 shares of the Series A Convertible Preferred Stock
upon conversion of $50,000,000 principal amount(plus accrued interest) of
convertible subordinated notes previously issued to each of them by the Issuer,
at a conversion price of approximately $9.52 per share, (2) on October 8, 1999,
each of General Motors Corporation and DIRECTV Enterprises, Inc. acquired
160,000 shares of the Class A Common Stock in the Issuer's initial public
offering (the "Offering"), at a purchase price of $12.00 per share, the initial
public offering price of the Class A Common Stock, and (3) on August 8, 2000,
DIRECTV Enterprises, Inc.acquired 20,000 shares of the Series C Preferred Stock
at a purchase price of $1,000 per share. Based solely on information provided by
the Issuer, American Honda believes that (i) on January 28, 2003, Hughes
acquired $10,000,000 in initial value of the 10% Convertible Notes and
(ii) Hughes has the sole power to vote or direct the vote and the sole power to
dispose or direct the disposition of the 10% Convertible Notes and the shares of
Class A Common Stock it beneficially owns.
Based solely upon the information set forth in the Registration Statement
and on the Available Data, American Honda believes that: (1) on October 8, 1999,
Clear Channel acquired from the Issuer in a private placement 8,089,877 shares
of Class A Common Stock upon conversion of $75,000,000 principal amount (plus
accrued interest) of a convertible subordinated note previously issued to Clear
Channel by the Issuer, at a conversion price of approximately $9.52 per share,
and (2) on October 8, 1999, Clear Channel acquired 240,000 shares of the Class A
Common Stock in the Offering, at a purchase price of $12.00 per share, the
initial public offering price of the Class A Common Stock. Based solely on
information provided by the Issuer, American Honda believes that Clear Channel
has the sole power to vote or direct the vote and the sole power to dispose or
direct the disposition of the shares of Class A Common Stock it beneficially
owns. Based solely on public filings made by Clear Channel with the Securities
and Exchange Commission, American Honda believes that Clear Channel has entered
into a equity derivatives contract for the purpose of hedging and/or monetizing
its investment in the Class A Common Stock.
Based solely upon the information set forth in the Registration Statement
and on the Available Data, American Honda believes that: (1) on October 8, 1999,
M-D Capital Partners acquired from the Issuer in a private placement 2,622,200
shares of Class A Common Stock upon conversion of $24,310,000 principal amount
(plus accrued interest) of convertible subordinated notes previously issued to
M-D Capital Partners by the Issuer, at a conversion price of approximately $9.52
per share, (2) on October 8, 1999, M-D Capital Partners acquired 80,000
CUSIP NO.983759-10-1 Schedule 13D Page 8 of 10 Pages
shares of the Class A Common Stock in the Offering, at a purchase price of
$12.00 per share, the initial public offering price of the Class A Common Stock,
and (3) on August 8, 2000, M-D Capital Partners acquired 48,914 shares of the
Series C Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Registration Statement
and on the Available Data, American Honda believes that: (1) on October 8, 1999,
M-D Special Equity acquired from the Issuer in a private placement 58,247 shares
of Class A Common Stock upon conversion of $540,000 principal amount (plus
accrued interest) of convertible subordinated notes previously issued to M-D
Special Equity by the Issuer, at a conversion price of approximately $9.52 per
share, and (2) on August 8, 2000, M-D Special Equity acquired 1,086 shares of
the Series C Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Registration Statement
and on the Available Data, American Honda believes that on October 8, 1999,
Special Advisors acquired from the Issuer in a private placement 16,179 shares
of Class A Common Stock upon conversion of $150,000 principal amount (plus
accrued interest) of convertible subordinated notes previously issued to Special
Advisors by the Issuer, at a conversion price of approximately $9.52 per share.
Based solely on information contained in Madison Dearborn's Schedule 13D, as
amended, American Honda believes that dispositive and voting powers of the
securities beneficially owned by Madison Dearborn Partners III, L.P., which is
the sole general partner of M-D Capital Partners, M-D Special Equity and Special
Advisors, are shared by Madison Dearborn Partners, LLC and an advisory committee
of limited partners thereof.
American Honda does not know of any other person having the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Class A Common Stock described herein.
Except for transactions reported to the Securities and Exchange Commission
on Schedule 13D, on statements under Section 16 of the Exchange Act or
otherwise, neither American Honda, Honda Motor, nor, to the1 knowledge of
American Honda, any of the beneficial owners listed above (the "Reporting
Persons") has engaged in any other transactions in the Class A Common Stock
within the past 60 days or beneficially owns any shares of the Issuer's capital
stock.
Except for transactions reported on Schedule 13D or statements under
Section 16 of the Exchange Act, to the best knowledge of American Honda, none of
the executive officers or directors of American Honda, Honda Motor or any of the
Reporting Persons has effected any transactions in the Class A Common Stock
within the past 60 days or beneficially owns any shares of the Issuer's capital
stock.
CUSIP NO.983759-10-1 Schedule 13D Page 9 of 10 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
Exhibit 18 Consent and Waiver (Series C Preferred Stock)
Exhibit 19 Consent and Waiver (10% Convertible Notes)
Exhibit 20 Lock-Up Agreement (American Honda)
Exhibit 21 Lock-Up Agreement (Thomas G. Elliott)
Exhibit 22 Consent and Waiver (Registration Rights Agreement)
CUSIP NO.983759-10-1 Schedule 13D Page 10 of 10 Pages
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.
Date: April 9, 2004
AMERICAN HONDA MOTOR CO., INC.
By: /s/ S. Sakamoto
___________________________________
Shinichi Sakamoto
Treasurer
EXHIBIT INDEX
Exhibit No. Description
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18 Consent and Waiver (Series C Preferred Stock)
19 Consent and Waiver (10% Convertible Notes)
20 Lock-Up Agreement (American Honda)
21 Lock-Up Agreement (Thomas G. Elliott)
22 Consent and Waiver (Registration Rights Agreement)
Dates Referenced Herein and Documents Incorporated by Reference
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