SELLING STOCKHOLDERS
The following table and accompanying notes set forth certain information
regarding the selling stockholders as of January 1, 2005 unless otherwise
indicated. Under this prospectus, the selling stockholders and any of their
respective transferees, assignees, donees, distributees, pledgees or other
successors in interest may offer and sell from time to time an aggregate of
28,960,418 shares of common stock. In this prospectus, we refer to these holders
collectively as the selling stockholders. The shares are being registered to
permit public sales of the shares, and the selling stockholders may offer the
shares for resale from time to time. See "Plan of Distribution." The selling
stockholders may offer all, some or none of the common stock listed below.
The table below sets forth the names of the selling stockholders and the number
of shares owned, directly and beneficially, by such stockholders as of January
1, 2005 unless otherwise indicated. The number of shares of common stock
outstanding on February 9, 2005 was 64,768,286. Except as otherwise indicated,
each person listed in the table has informed Motient that such person has (1)
voting and investment power with respect to such person's shares of common stock
and (2) record and beneficial ownership with respect to such person's shares of
common stock.
If all of the shares are sold pursuant to this prospectus, then the selling
stockholders will sell 28,960,418 shares of our common stock, or 35.7% of
Motient's common stock outstanding as of February 9, 2005. Share ownership does
not include warrants to purchase additional shares of Motient common stock,
issued in the November 12, 2004 or February 9, 2005 private placements, which
have not yet vested and may never vest. Such warrants will vest if and only if
we fail to meet certain conditions regarding the registration of the shares sold
in these private placements.
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
----------------- --------------
Shares
Name of Beneficial Owner Number Percentage Offered Number Percentage
------------------------ ------ ---------- ------- ------ ----------
Greywolf Capital II LP (1) 676,400 1.0% 200,000 476,400 *
Greywolf Capital Overseas Fund (1) 1,341,600 2.1% 800,000 541,600 *
LC Capital Master Fund, Ltd. (2) 2,521,076 3.9% 1,166,861 1,354,215 2.1%
Millennium Partners, L.P. (3) 583,430 * 583,430 0 *
RNR II, LP 257,500 * 257,500 0 *
Catalyst Credit Opportunity Fund (4) 27,568 * 4,800 22,768 *
Catalyst Credit Opportunity Fund Offshore (4) 84,898 * 14,800 70,098 *
DCM Limited. (4) 2,534 * 400 2,134 *
Highland Crusader Offshore Partners, L.P. (5) 2,919,289 4.5% 466,744 2,452,545 3.8%
Highland Equity Fund, L.P. (5) 108,344 * 58,344 50,000 *
Highland Equity Focus Fund, L.P. (5) 1,300,145 2.0% 875,145 425,000 *
Kurt J. Rechner & Melani Rechner (6) 28,340 * 5,835 22,505 *
Kurt J. Rechner 401(k) (6) 5,835 * 5,835 0 *
Kurt J. Rechner IRA Rollover (6) 11,670 * 11,670 0 *
Morris D. Weiss, IRA Rollover (6) 11,670 * 11,670 0 *
Morris D. Weiss & Lauren C. Ravkind (6) 67,340 * 11,670 55,670 *
John J. Gorman 401(k) Plan & Trust (7) 1,040,058 1.6% 350,058 690,000 1.1%
York Investment Limited (8) 1,418,724 2.2% 863,510 555,214 *
York Capital Management, L.P. (8) 374,937 * 213,396 161,541 *
York Select Unit Trust (8) 253,684 * 168,157 85,527 *
York Select, L.P. (8) 365,743 * 246,176 119,567 *
York Global Value Partners, L.P. (8) 342,425 * 252,425 90,000 *
York Credit Opportunities Fund, L.P. (8) 369,356 * 150,000 219,356 *
York/Green Capital Partners, L.P. (8) 180,000 * 90,000 90,000 *
Ahab Partners, L.P. (9) 147,025 * 147,025 0 *
Ahab International, Ltd. (9) 203,034 * 203,034 0 *
George W. Haywood (10) 5,804,500 9.0% 1,785,000 4,019,500 6.2%
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Tracer Capital Offshore Fund Ltd. (11) 148,580 * 78,535 70,045 *
Tracer Capital Partners QP L.P. (11) 172,112 * 90,718 81,394 *
Tracer Capital Partners L.P. (11) 10,965 * 5,776 5,189 *
The Raptor Global Portfolio Ltd. (12) 3,248,275 5.0% 698,364 2,549,911 3.9%
The Tudor BVI Global Portfolio Ltd. (13) 713,726 1.1% 148,756 564,970 *
The Altar Rock Fund L.P. (14) 34,975 * 6,907 28,068 *
Tudor Proprietary Trading, L.L.C. (15) 381,968 * 79,462 302,506 *
Rockbay Capital Fund, LLC 19,691 * 12,646 7,045 *
Rockbay Capital Institutional Fund, LLC 262,638 * 169,422 93,216 *
Rockbay Capital Offshore Fund, Ltd. 626,102 * 401,363 224,739 *
Glenview Capital Partner, L.P. (16) 76,1000 * 52,130 23,970 *
Glenview Institutional Partners, L.P. (16) 226,300 * 174,000 52,300 *
Glenview Capital Master Fund, Ltd. (16) 519,000 * 353,900 165,100 *
GCM Little Arbor Master Fund, Ltd. (16) 20,400 * 3,400 17,000 *
OZ Master Fund, Ltd. (17) 2,050,947 3.2% 1,138,232 912,715 1.4%
OZ Mac 13 Ltd. (17) 31,309 * 18,504 12,805 *
Fleet Maritime, Inc. (17) 30,976 * 10,125 20,851 *
Singer Children's Management Trust (18) 535,000 * 400,000 135,000 *
CY Offshore Fund, Ltd. (19) 263,938 * 263,938 0 *
CS Offshore Fund, Ltd. (19) 131,969 * 131,969 0 *
Edward W. Rose, III (20) 263,938 * 263,938 0 *
Cardinal Partners 2000, L.P. (20) 118,329 * 118,329 0 *
Cardinal Partners, L.P. (20) 124,749 * 124,749 0 *
George Kaiser Family Foundation 263,938 * 263,938 0 *
Xerion Partners II Master Fund Limited (21) 350,058 * 350,058 0 *
Ore Hill Partners (22) 408,401 * 408,401 0 *
John Waterfall (23) 2,926,000 4.5% 116,686 2,809,314 4.3%
Edwin Morgens (23) 2,726,000 4.2% 116,686 2,609,314 4.0%
MWV Employee Retirement Group Trust 35,006 * 35,006 0 *
Strome Hedgecap Ltd. (24) 257,500 * 257,500 0 *
Loeb Partners Corporation (25) 181,686 * 116,686 65,000 *
CanPartners Investments IV, LLC 577,500 * 140,000 437,500 *
Harbert Distressed Investment Master Fund, LTD (26) 427,655 * 427,655 0 *
Alpha Sub Fund VI LLC 9,845 * 9,845 0 *
Roger C. Altman (27) 20,416 * 20,416 0 *
Austin M. Beutner (27) 22,339 * 22,339 0 *
Anthony Grillo (27) 135,308 * 118,208 17,100 *
William O. Hiltz (27) 9,905 * 9,905 0 *
Neeraj Mital (27) 8,658 * 8,658 0 *
David G. Offensend (27) 12,718 * 12,718 0 *
Michael J. Price (27) 41,059 * 41,059 0 *
John P. Fitzsimons (27) 20,000 * 20,000 0 *
Mitchell A. Harwood (27) 34,012 * 34,012 0 *
Craig T. Moore (27) 34,012 * 34,012 0 *
Eugene Lee (27) 2,000 * 2,000 0 *
M. Sharon Lewellen (27) 1,200 * 1,200 0 *
Dr. Rajendra Singh (28) 8,187,804 12.6% 2,046,951 6,140,853 9.5%
Neera Singh (28) 8,187,804 12.6% 2,046,951 6,140,853 9.5%
The Hersh Raj Singh Education Trust (28) 2,046,951 3.2% 2,046,951 0 *
The Samir Raj Singh Education Trust (28) 2,046,951 3.2% 2,046,951 0 *
Columbia Capital Equity Partners III (QP), L.P. (29) 1,459,621 2.3% 1,459,621 0 *
Columbia Capital Equity Partners III (Cayman), L.P. (29) 801,555 1.2% 801,555 0 *
Columbia Capital Equity Partners III (AI), L.P. (29) 80,634 * 80,634 0 *
Columbia Capital Investors III, LLC (29) 360,145 * 360,145 0 *
Columbia Capital Employee Investors III, LLC (29) 5,028 * 5,028 0 *
Spectrum Equity Investors IV, L.P. 1,778,325 2.7% 1,778,325 0 *
Spectrum Equity Investors Parallel IV, L.P. 10,495 * 10,495 0 *
Spectrum IV Investment Managers' Fund, L.P. 21,175 * 21,175 0 *
----------
* Less than 1% of the outstanding shares.
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(1) Greywolf Advisors LLC exercises voting and investment control over all
the shares offered by Greywolf Capital Partners II LP and Greywolf
Capital Overseas Fund. Accordingly, Greywolf Advisors LLC may be
deemed to beneficially own all shares held by Greywolf Capital
Partners II LP and Greywolf Capital Overseas Fund.
(2) LC Capital Master Fund, Ltd. was a lender under our term credit
agreement.
(3) Millennium Management, L.L.C., a Delaware limited liability company,
is the managing general partner of Millennium Partners, L.P., a Cayman
Islands exempted company, and consequently may be deemed to have
voting control and investment discretion over securities owned by
Millennium Partners, L.P. Israel A. Englander is the sole managing
member of Millennium Management, L.L.C. As a result, Mr. Englander may
be deemed to be the beneficial owner of any shares deemed to be
beneficially owned by Millennium management, L.L.C. The foregoing
should not be construed as an admission by either of Millennium
Management, L.L.C or Mr. Englander as to beneficial ownership of the
shares owned by Millennium Partners. Millennium Partners, L.P. was a
lender under our term credit agreement.
(4) Catalyst Investment Management exercises voting and investment control
over all shares offered by Catalyst Credit Opportunity Fund Offshore,
Catalyst Credit Opportunity Fund and DCM Limited. Consequently,
Catalyst Investment Management may be deemed to be the beneficial
owner the shares of Motient common stock offered by such entities.
(5) Highland Capital Management, L.P., which is owned by James D. Dondero,
a member of Motient's board of directors, exercises voting and
investment control over the common stock offered hereby. Mr. Dondero
disclaims beneficial ownership of these securities except to the
extent of their pecuniary interest. Highland Capital Management, L.P.
was an indirect lender under our term credit agreement and is the
general partner of the selling stockholders.
(6) Kurt Rechner and Morris Weiss are employees of Tejas Securities Group,
Inc., which acted as placement agent for our April, July and November
2004 private placements of common stock. The Morris Weiss, IRA is the
individual retirement account for Morris Weiss. Kurt Rechner, Rollover
IRA and Kurt Rechner 401(k) are individual retirement accounts for
Kurt Rechner. Melanie Rechner is the wife of Kurt Rechner. Lauren C.
Ravkind is the wife of Morris Weiss. Morris Weiss and Kurt Rechner may
be considered affiliates of a broker-dealer. They have confirmed to us
that the securities were acquired in the ordinary course of business
and that there are no agreements or understandings with any other
person to dispose of the securities. The share ownership of Morris D.
Weiss and Lauren C. Ravkind includes 6,000 shares owned by their
children and 35,000 shares owned pursuant to two warrants.
(7) John Gorman is the chairman of the board of directors of Westech
Capital, which owns Tejas Securities Group, Inc., a registered
broker-dealer, which acted as placement agent for our April, July and
November 2004 private placements of common stock. Therefore, Mr.
Gorman is an affiliate of a broker-dealer. Mr. Gorman has confirmed to
us that the securities were acquired in the ordinary course of
business and that there are no agreements or understandings with any
other person to dispose of the securities.
(8) York Capital Management L.P., York Distressed Opportunities Fund,
L.P., York Investment Limited were lenders under our term credit
agreement.
(9) Jonathan Gallen exercises investment and voting control over all
shares offered hereby. Accordingly, he may be deemed to beneficially
own 350,059 shares of Motient common stock prior to the offering
contemplated hereby.
(10) Mr. Haywood's ownership includes 130,000 shares of Motient common
stock owned by his children and spouse.
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(11) Riley McCormack is the Managing Member of the Investment Manager of
each of Tracer Capital Partners L.P., Tracer Capital Partners QP L.P.
and Tracer Capital Offshore Fund Ltd.. As such, he may be deemed to be
the beneficial owner of all shares owned by such entities.
(12) Tudor Investment Corporation is the investment advisor of The Raptor
Global Portfolio Ltd. Because Paul Tudor Jones II is the controlling
shareholder of Tudor Investment Corporation, he may be deemed to be
the beneficial owner of shares beneficially owned by The Raptor Global
Portfolio Ltd. Mr. Jones disclaims such beneficial ownership.
(13) Tudor Investment Corporation is the investment advisor of The Tudor
BVI Global Portfolio Ltd. Because Paul Tudor Jones II is the
controlling shareholder of Tudor Investment Corporation, he may be
deemed to be the beneficial owner of shares beneficially owned by The
Tudor BVI Global Portfolio Ltd. Mr. Jones disclaims such beneficial
ownership.
(14) Tudor Investment Corporation is the general partner of The Altar Rock
Fund L.P. Because Paul Tudor Jones II is the controlling shareholder
of Tudor Investment Corporation, he may be deemed to be the beneficial
owner of shares beneficially owned by The Altar Rock Fund L.P. Mr.
Jones disclaims such beneficial ownership.
(15) Paul Tudor Jones II is the indirect controlling equity holder of Tudor
Proprietary Trading, L.L.C. and, as a result, may be deemed to be the
beneficial owner of shares beneficially owned by Tudor Proprietary
Trading, L.L.C. Mr. Jones disclaims such beneficial ownership.
(16) Larry Robbins is the President and CEO of Glenview Capital Management,
LLC, the Investment Manager of each of Glenview Capital Partner, L.P.,
Glenview Institutional Partners, L.P., Glenview Capital Master Fund,
Ltd. and GCM Little Arbor Master Fund, Ltd.. As such, he may be deemed
to exercise voting and investment control over the shares held by such
entities..
(17) Daniel S. Och is the Senior Managing Member of OZ Management, L.L.C.,
the investment manager of each of OZ Master Fund, Ltd., OZ Mac 13 Ltd.
and Fleet Maritime, Inc. As such, Mr. Och may be deemed to exercise
voting and investment control over the shares held by such entities.
(18) Singer Children's Management Trust is a trust established for the
benefit of the children of Gary and Karen Singer. Karen Singer is the
wife of Gary Singer (investment advisor of M&E Advisors, LLC, a lender
under our term credit agreement), the brother of Steven Singer, the
chairman of our board of directors. Gary and Karen Singer disclaim any
beneficial ownership of securities owned by the trust. Karen Singer
beneficially owns, for her own account, warrants to purchase 602,500
shares of common stock, which are not included herein.
(19) James Traweek, Jr. exercises voting and investment control over the
shares of Motient common stock owned by CY Offshore Fund, Ltd. and CS
Offshore Fund, Ltd. He therefore may be deemed to be the beneficial
owner of such shares.
(20) Edward W. Rose III exercises voting and investment control over the
shares of Motient common stock owned by Cardinal Partners 2000, L.P.
and Cardinal Partners, L.P. He therefore may be deemed to be the
beneficial owner of such shares in addition to the shares he holds for
his own account.
(21) Daniel J. Arbess controls Xerion Partners Equity LLC ("XPE"), which is
the investment manager of Xerion Partners II Master Fund Limited
("XP-II") and has voting and investment discretion over securities
held by XP-II. XPE and Mr. Arbess thus may be deemed to be beneficial
owners of the shares identified in the table as being beneficially
owned by XP-II. XPE and Mr. Arbess disclaim beneficial ownership of
the shares held by XP-II.
(22) Frederick Wahl and Ben Nickoll exercise voting and investment control
over the shares owned by Ore Hill Partners. They therefore may be
deemed to be the beneficial owner of such shares.
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(23) John C. Waterfall is the president and treasurer of Morgens,
Waterfall, Vintiadis & Co., Inc. and beneficially owns 2,926,000
shares of common stock, which includes 416,686 shares of common stock
for his own account and 10,000 shares of common stock held in trust
for his children. Morgens, Waterfall, Vintiadis & Co. beneficially
owns 2,500,000 shares of common stock. Edwin Morgens, the vice
president and secretary of Morgens, Waterfall, Vintiadis & Co.
beneficially owns 2,716,000 shares of our common stock, which includes
216,686 shares of common stock for his own account. Share ownership is
based generally on a Form 3 and a Schedule 13G/A filed with the SEC on
March 10, 2004, a Form 4 filed on July 19, 2004.
(24) Strome Investment Management is the investment advisor to the selling
stockholder, and has common ownership with Strome Securities, a
registered broker-dealer. As such, it may be deemed to be the
beneficial owner of all shares owned by such entities. Mark Strome
exercises voting and investment control over such securities. The
selling stockholder has not notified us that the securities were
acquired other than in the ordinary course of business, or that there
are any agreements or understandings with any other person to dispose
of the securities.
(25) Gideon King and Robert Grubin each exercise voting and investment
control over the shares of Motient common stock owned by the selling
stockholder. They therefore may be deemed to be the beneficial owners
of such shares.
(26) The selling stockholder may be deemed to be an affiliate of HMC
Investments, Inc., a registered broker-dealer. The selling stockholder
is selling these shares for its own account, and has assured Motient
that there are no agreements with any other person to dispose of the
securities.
(27) The selling stockholder may be deemed to be an affiliate of Evercore
Group Inc., a registered broker dealer. The selling stockholder is
selling these shares for his or her own account, and has assured
Motient that there are no agreements with any other person to dispose
of the securities.
(28) Dr. Singh and Neera Singh may each be deemed to be the beneficial
owner of an aggregate of 4,093,902 shares of Motient common stock held
by the The Hersh Raj Singh Education Trust and The Samir Raj Singh
Education Trust, each an irrevocable trust of which Neera Singh is one
of the co-trustees. They disclaim beneficial ownership of such shares
to the extent allowable by law.
(29) The general partner of Columbia Capital Equity Partners III (QP), L.P.
and Columbia Capital Equity Partners III (AI), L.P. is Columbia
Capital Equity Partners III, L.P. ("Columbia III"). The general
partner of Columbia Capital Equity Partners III (CAYMAN), L.P. is
Columbia Capital Equity Partners (Cayman) III, Ltd. Columbia III is
the sole shareholder of Columbia Capital Equity Partners (Cayman) III,
Ltd. The general partner of Columbia III is Columbia Capital III,
L.L.C. which is also the manager of Columbia Capital Investors III,
LLC and Columbia Capital Employee Investors III, L.L.C.
James B. Fleming, Jr., Harry F. Hopper III and R. Philip Herget, III
control Columbia Capital III, L.L.C. As a result, Messrs. Fleming,
Hopper and Herget exercise voting and investment control over all of
the shares offered by Columbia Capital Equity Partners III (QP), L.P.,
Columbia Capital Equity Partners III (AI), L.P., Columbia Capital
Equity Partners III (CAYMAN), L.P., Columbia Capital Investors III,
LLC and Columbia Capital Employee Investors III, L.L.C., and may be
deemed to have beneficial ownership over those shares. Messrs.
Fleming, Hopper and Herget disclaim beneficial ownership of all of
these shares, to the extent allowable by law.
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