UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
GILAT SATELLITE NETWORKS LTD.
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(NAME OF ISSUER)
ORDINARY SHARES, PAR VALUE NIS .01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
M51474100
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(CUSIP NUMBER)
MARA YOELSON, FOUR RESEARCH WAY, PRINCETON, NJ 08540 (609) 987-4472
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 17, 2003
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
* 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).
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SES Americom, Inc.
IRS# 19-2849985
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
14,261,048
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,261,048
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,261,048
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SES Global-Americas, Inc. (1)
IRS# 14-1682339
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
14,261,048
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,261,048
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,261,048
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------
(1) The securities are owned by SES Americom, Inc. ("SES Americom"). SES
Americom is a wholly-owned (directly and indirectly) subsidiary of the Reporting
Person.
The filing of this Statement shall not be deemed an admission that the Reporting
Person is the beneficial owner of any securities not held directly for its
account for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, or otherwise, and disclaims beneficial ownership in such securities
except to the extent of its pecuniary interest therein.
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SES Capital Belgium S.A.
IRS# N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
4,308,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,308,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,308,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.65%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SES Astra S.A. (1)
IRS# 98-0125981
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
4,308,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,308,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,308,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.65%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------
(1) The securities are owned by SES Capital Belgium, S.A. ("SES Belgium"). SES
Belgium is a wholly-owned (directly and indirectly) subsidiary of the Reporting
Person.
The filing of this Statement shall not be deemed an admission that the Reporting
Person is the beneficial owner of any securities not held directly for its
account for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, or otherwise, and disclaims beneficial ownership in such securities
except to the extent of its pecuniary interest therein.
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SES Global S.A. (1) (2)
IRS # 98-0353541
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
18,569,048
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,569,048
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,569,048
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.15%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------------
(1) 14,261,048 securities are owned by SES Americom, Inc. ("SES Americom"). SES
Americom is a wholly-owned (directly and indirectly) subsidiary of the Reporting
Person.
(2) 4,308,000 securities are owned by SES Capital Belgium, S.A. ("SES Belgium").
SES Belgium is a wholly-owned (directly and indirectly) subsidiary of the
Reporting Person.
The filing of this Statement shall not be deemed an admission that the Reporting
Person is the beneficial owner of any securities not held directly for its
account for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, or otherwise, and disclaims beneficial ownership in such securities
except to the extent of its pecuniary interest therein.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D is filed by
the undersigned to amend and supplement the Schedule 13D, dated January 11,
1999, filed by GE American Communications, Inc. (now known as SES Americom,
Inc.), GE Subsidiary, Inc. 22 (now known as SES Global-Americas, Inc.), General
Electric Capital Corporation, General Electric Capital Services, Inc., and
General Electric Company, as amended by Amendment No. 1 thereto ("Amendment No.
1"), dated as of December 4, 2001, filed by SES Americom, Inc., SES
Global-Americas, Inc. and SES Global S.A. and by Amendment No. 2 thereto
("Amendment No. 2"), dated as of September 12, 2002, filed by SES Capital
Belgium, S.A., SES Astra, S.A. and SES Global S.A., relating to the Ordinary
Shares, par value NIS .01 per share (the "Ordinary Shares"), of Gilat Satellite
Networks Ltd., a corporation organized under the laws of Israel (the "Company"
or "Gilat"), the principal executive offices of which are located at Yegia
Kapayim St., Kyriat Arye, Petah Tikva 49130, Israel.
This Amendment No. 3 is being filed by the undersigned to report the
issuance on March 17, 2003 of 14,261,048 Ordinary Shares to SES Americom by
Gilat in connection with Gilat's debt restructuring plan (as set forth in the
proxy solicitation of the Company dated January 6, 2003) which was approved on
March 6, 2003, by the District Court of Tel Aviv, Israel, pursuant to Section
350 of the Israeli Companies Law - 1999 and which was consummated on March 14,
2003. Such issuance is more fully described in Items 3 and 5(c) below.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety:
(a) - (c) This Statement is being filed pursuant to Rule 13d of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), by SES Capital Belgium S.A. ("SES Belgium"), SES Astra S.A.
("SES Astra "), SES Global-Americas, Inc. ("SES Global-Americas"), SES Americom,
Inc. ("SES Americom") and SES Global S.A. ("SES Global," and each of SES
Belgium, SES Astra, SES Americom, SES Global-Americas and SES Global, a
"Reporting Person").
SES Americom is a wholly-owned subsidiary of SES Global-Americas. SES
Global-Americas is a wholly-owned subsidiary of SES Global.
SES Americom is a Delaware corporation. SES Americom provides satellite
communications services through its own fleet of spacecraft and maintains its
principal executive offices at Four Research Way, Princeton, NJ 08540.
SES Global-Americas is a Delaware corporation. SES Global-Americas is a
holding company for various other subsidiaries of SES Global and maintains its
principal executive offices at Four Research Way, Princeton, NJ 08540.
SES Belgium is a wholly-owned subsidiary of SES Astra. SES Astra is a
wholly-owned subsidiary of SES Global.
SES Belgium is a societe anonyme organized and existing under laws of
the Grand Duchy of Luxembourg. SES Belgium is a holding company for various
investments and other interests of subsidiaries of SES Global and maintains its
principal executive offices at Avenue de Tervueren 55, B-1040, Brussels.
SES Astra is a societe anonyme organized and existing under the laws of
the Grand Duchy of Luxembourg. SES Astra provides satellite communications
services through its own fleet of spacecraft and maintains its principal
executive offices at L-6815, Chateau de Betzdorf, Grand Duchy of Luxembourg.
SES Global is a societe anonyme organized and existing under the laws
of the Grand Duchy of Luxembourg. SES Global is a holding company for operating
subsidiaries that provide satellite communications services through their
respective fleets of spacecraft. SES Global maintains its principal executive
offices at Chateau de Betzdorf, L-6815 Betzdorf, Grand Duchy of Luxembourg.
For the information required herein with respect to the identity and
background of each officer and director of the Reporting Persons, see Schedules
I, II, III, IV and V, attached hereto and hereby incorporated herein.
The information required herein with respect to the respective
executive officers and directors of the Reporting Persons is to the best
knowledge of the Reporting Persons. If subsequent to the date of this Amendment
No. 3 additional information is received with respect to such individuals which
would cause a material change in the information contain herein, an amendment to
this Amendment No. 3 will be filed that will set forth such change in
information.
(d) - (e) During the last five years, none of the Reporting Persons,
nor, to the best of their knowledge, any of their respective directors or
executive officers, has been (i) convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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 a finding of any violation with
respect to such laws.
(f) The information required herein with respect to the citizenship of
each officer and director of the Reporting Persons is set forth in Schedules I,
II, III, IV and V, attached hereto and hereby incorporated herein.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION
As described in Item 5(c) below, SES Americom received all of the
Ordinary Shares presently held by SES Americom pursuant to the issuance on March
17, 2003 of 14,261,048 Ordinary Shares to SES Americom in connection with
Gilat's debt restructuring plan (as set forth in the proxy solicitation of the
Company dated January 6, 2003) approved by the Israeli District Court of
Tel-Aviv. In an agreement with Gilat, SES Americom agreed to terminate its
satellite transponder agreements with Spacenet Inc. ("Spacenet"), Gilat's wholly
owned subsidiary, which relate to StarBand Communications Inc. ("StarBand"), a
company in which Gilat indirectly owns approximately 35% of the outstanding
shares, and to enter into a new transponder capacity agreement directly with
StarBand. In addition, SES Americom agreed to defer payments by Spacenet in
connection with other agreements. As part of the arrangement, Gilat agreed to
issue to SES Americom a number of Ordinary Shares that is equal to approximately
5.5% of Gilat's outstanding Ordinary Shares immediately following the closing of
the arrangement.
ITEM 4. PURPOSE OF TRANSACTION
Unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended and restated in its entirety:
(a) As of the date of this Amendment No. 3, each of SES Americom, SES
Global-Americas and SES Global may be deemed to beneficially own an aggregate of
14,261,048 Ordinary Shares, which, based on calculations made in accordance with
Rule 13d-3(d) of the Act and there being 259,757,196 Ordinary Shares outstanding
as of March 17, 2003 (as reported by the Company in the Report of Foreign Issuer
on Form 6-K of the Company dated March 23, 2003), represents approximately 5.5%
of the outstanding Ordinary Shares. As of the date of this Amendment No. 3, each
of SES Belgium, SES Astra and SES Global may be deemed to beneficially own an
aggregate of 4,308,000 Ordinary Shares, which, based on calculations made in
accordance with Rule 13d-3(d) of the Act and there being 259,757,196 Ordinary
Shares outstanding as of March 17, 2003 (as reported by the Company in the
Report of Foreign Issuer on Form 6-K of the Company dated March 23, 2003),
represents approximately 1.65% of the outstanding Ordinary Shares.
(b) Each of SES Americom, SES Global-Americas and SES Global has sole
power to vote and dispose of 14,261,048 Ordinary Shares. Each of SES Belgium,
SES Astra and SES Global has sole power to vote and dispose of 4,308,000
Ordinary Shares. To the best knowledge of the Reporting Persons, none of their
respective executive officers and directors presently has the power to vote or
to direct the vote or to dispose or direct the disposition of any Ordinary
Shares that they may be deemed to beneficially own.
(c) On March 17, 2003, Gilat issued 14,261,048 Ordinary Shares to SES
Americom in connection with Gilat's debt restructuring plan (as set forth in the
proxy solicitation of the Company dated January 6, 2003) approved by the Israeli
District Court of Tel-Aviv, as more fully described in Item 3 above. Except as
set forth herein, none of the Reporting Persons, nor, to the best of their
knowledge, any of their respective executive officers or directors, has effected
any transactions in the Ordinary Shares in the past 60 days.
(d) No person is known to have the power to direct the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Ordinary Shares held by the Reporting Persons except for the
Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
A proposed amendment to the Company's Articles of Association provides
that each beneficial owner of 7% or more of the Company's outstanding Ordinary
Shares is entitled to appoint, at each annual general meeting of shareholders,
one member to the Company's board of directors, provided that a total of not
more than four directors are so appointed.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SCHEDULE DESCRIPTION
-------- -----------
I. Directors and executive officers of SES Americom
II. Directors and executive officers of SES Global-Americas.
III. Directors and executive officers of SES Belgium.
IV. Directors and executive officers of SES Astra.
III. Directors and executive officers of SES Global.
Exhibit Joint Filing Agreement.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 15, 2003 SES AMERICOM, INC.
/s/ Dean A. Olmstead
-----------------------------------
By: Dean A. Olmstead
Title: President and CEO
Date: April 15, 2003 SES GLOBAL-AMERICAS, INC.
/s/ Dean A. Olmstead
-----------------------------------
By: Dean A. Olmstead
Title: President and CEO
Date: April 15, 2003 SES CAPITAL BELGIUM S.A.
/s/ Roland Jaeger
-----------------------------------
By: Roland Jaeger
Title: Director
Date: April 15, 2003 SES ASTRA S.A.
/s/ Ferdinand Kayser
-----------------------------------
By: Ferdinand Kayser
Title: President and CEO
Date: April 15, 2003 SES GLOBAL S.A.
/s/ Romain Bausch
-----------------------------------
By: Romain Bausch
Title: President and CEO
SCHEDULE AND EXHIBIT INDEX
SCHEDULE DESCRIPTION
-------- -----------
I. Directors and executive officers of SES Americom
II. Directors and executive officers of SES Global-Americas.
III. Directors and executive officers of SES Belgium.
IV. Directors and executive officers of SES Astra.
III. Directors and executive officers of SES Global.
Exhibit Joint Filing Agreement.
Schedule I
SES AMERICOM, INC.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Romain Bausch SES Global Chief Executive Officer and Luxembourg
L-6815 Chateau de Betzdorf President; Member of Executive
Luxembourg Committee
Robert Bednarek SES Americom Executive Vice-President, U.S.
Four Research Way Corporate Development; Member
Princeton, NJ 08540 of Executive Committee
Rene Steichen 36, rue Clairefontaine Chairman of the Board of SES Luxembourg
L - 9201 Diekirch GLOBAL; Avocat a la Cour
Ferdinand Kayser SES Global Member of Executive Committee; Luxembourg
L-6815 Chateau de Betzdorf Chief Executive Officer and
Luxembourg President of SES Astra
Dean A. Olmstead SES Americom Member of Executive Committee; U.S.
Four Research Way Chief Executive Officer and
Princeton, NJ 08540 President of SES Americom
Jurgen Schulte SES Global Chief Financial Officer; Germany
L-6815 Chateau de Betzdorf Member of Executive Committee
Luxembourg
EXECUTIVE OFFICERS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Michael Agostinelli SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
William Berman SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Brent Bruun SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Carl Capista SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Cynthia Dickins 7200 Wisconsin Avenue Vice President U.K.
Suite 701
Bethesda, MD 20814
Nancy J. Eskenazi SES Americom Vice President and Assistant U.S.
Four Research Way Secretary
Princeton, NJ 08540
Paula Fairley SES Americom Senior Vice President U.S.
Four Research Way
Princeton, NJ 08540
Andreas M. Georghiou SES Americom Senior Vice President U.S.
Four Research Way
Princeton, NJ 08540
Daniel J. Harel SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Emmett B. Hume SES Americom Senior Vice President U.S.
Four Research Way
Princeton, NJ 08540
Anders Johnson SES Americom Senior Vice President U.S.
Four Research Way
Princeton, NJ 08540
Stanley Konopka SES Americom Assistant Treasurer - Taxes U.S.
Four Research Way
Princeton, NJ 08540
Richard A. Langhans SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
David J. Lidstone SES Americom Vice President and Assistant U.S.
Four Research Way Secretary
Princeton, NJ 08540
Monica Morgan SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Sergy Mummert SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Hanaa Nasr SES Americom Assistant Treasurer - Taxes U.S.
Four Research Way
Princeton, NJ 08540
John A. Nelsen SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Michael J. Noon SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Maureen Offord SES Americom Assistant Treasurer - Taxes U.S.
Four Research Way
Princeton, NJ 08540
Dean A. Olmstead SES Americom Chief Executive Officer and U.S.
Four Research Way President
Princeton, NJ 08540
Orlando Skelton SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Scott Tollefsen SES Americom Senior Vice U.S.
Four Research Way President/Secretary/General
Princeton, NJ 08540 Counsel
Mara L. Yoelson SES Americom Assistant Secretary U.S.
Four Research Way
Princeton, NJ 08540
Elias Zaccack SES Americom Vice President U.S.
Four Research Way
Princeton, NJ 08540
Schedule II
SES Global-Americas, Inc.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Romain Bausch SES Global Chief Executive Officer, Luxembourg
L-6815 Chateau de Betzdorf President and Member of
Luxembourg Executive Committee of SES
Global
Dean A. Olmstead SES Americom Chief Executive Officer and U.S.
Four Research Way President of SES Americom
Princeton, NJ 08540
EXECUTIVE OFFICERS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Romain Bausch SES Global Chairman of the Board Luxembourg
L-6815 Chateau de Betzdorf
Luxembourg
Dean A. Olmstead SES Americom President U.S.
Four Research Way
Princeton, NJ 08540
Scott Tollefsen SES Americom Senior Vice President and U.S.
Four Research Way General Counsel
Princeton, NJ 08540
Schedule III
SES CAPITAL BELGIUM S.A.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Ferdinand Kayser SES ASTRA S.A. Member of Executive Committee; Luxembourg
L-6815 Chateau de Betzdorf Chief Executive Officer and
Luxembourg President of SES Astra
Padraig McCarthy SES ASTRA S.A. Chairman of SES CAPITAL Ireland
L-6815 Chateau de Betzdorf BELGIUM; Senior Vice President
Luxembourg & Chief Financial Officer of
SES ASTRA
Roland Jaeger SES GLOBAL S.A. General Counsel Luxembourg
L6815 Chateau de Betzdorf
Schedule IV
SES ASTRA S.A.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Romain Bausch SES GLOBAL S.A. Chief Executive Officer and Luxembourg
L-6815 Chateau de Betzdorf President; Member of Executive
Luxembourg Committee of SES GLOBAL;
Chairman of the Board of SES
ASTRA
Fred Arbogast * SES ASTRA S.A. Senior IT Systems Engineer Luxembourg
L-6815 Chateau de Betzdorf
Luxembourg
Robert Bednarek SES GLOBAL S.A. Executive Vice-President, U.S.
L-6815 Chateau de Betzdorf Corporate Development; Member
Luxembourg of Executive Committee of SES
GLOBAL
Denis Hourt * SES ASTRA S.A. Junior Ground Operations France
L-6815 Chateau de Betzdorf Technician
Luxembourg
Dean Olmstead SES Americom Chief Executive Officer and U.S.
Four Research Way President of SES Americom
Princeton, NJ 08540 Member of Executive Committee
of SES GLOBAL
Dr Raphael Kubler Deutsche Telekom Senior Executive Vice President Germany
Friedrich Ebert Allee 140 Deutsche Telekom
D-53113 Bonn
Germany
Jurgen Schulte SES GLOBAL S.A. Chief Financial Officer; Germany
L-6815 Chateau de Betzdorf Member of Executive Committee
Luxembourg of SES GLOBAL
Rene Steichen 36, rue Clairefontaine Chairman of the Board of SES Luxembourg
L - 9201 Diekirch GLOBAL; Avocat a la Cour
Miranda Van den Heuvel* SES ASTRA S.A. Junior Sales Manager Broadcast The Netherlands
L-6815 Chateau de Betzdorf
Jean-Paul Zens Service des Medias et des Directeur Luxembourg
Communications Service des Medias et des
5, rue Large, Maison Cassal Communications
L-1917 Luxembourg
* Employee representatives
** The election of Mr Kubler will be formally ratified in a shareholders meeting
on April 15, 2003
Schedule V
SES Global
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Charles Alexander Clarges House, 6-12 Clarges President, GE Capital Europe U.K.
Street, GB-London W1J 8DH
Wolfgang A. Baertz 26, rue du Marche-aux-Herbes Administrateur-Delegue, Germany
L-2097 Luxembourg Dresdner Bank Luxembourg S.A.
Hadelin de Liedekerke 31, bd Prince Henri Administrateur de societes Belgium
Beaufort L - 1724 Luxembourg
John F. Connelly 260 Long Ridge Road Vice President, GE Capital U.S.
Stamford, CT 06927 Corporation
Ernst Wilhelm Contzen 2, Boulevard Konrad Adenauer Chief Executive Officer, Germany
L-1115 Luxembourg Dresdner Bank Luxembourg S.A.
Richard Goblet Rue du Village 5 Administrateur de societes, Belgium
d'Alviella B-1490 Court Saint Etienne Sofina S.A.
Jean-Claude Finck 3, Sonnestrooss Directeur General adjoint de Luxembourg
L - 2899 Foetz la BCEE
Raymond Kirsch 13, an de Bongerten President du Comite de Luxembourg
L - 7346 Steinsel direction et Directeur General
de la BCEE
Joachim Kroske Kellerberg 2 Consultant Germany
D - 22885 Barsbuttel
Raphael Kubler Birkenweg 104 Senior Executive Vice Germany
D - 50997 Koln President, Deutsche Telekom AG
Luis Sanchez Merlo Antonio Maura 9 Economist, Chairman of Sanchez Spain
E - 28014 Madrid Merlo Associates
Denis J. Nayden 260 Long Ridge Road, Stamford, Chairman & Chief Executive U.S.
CT 06927, USA Officer, GE Capital Corporation
Gaston Reinesch 7, Val de Aulnes Vice-President de la SNCI Luxembourg
L - 3811 Schifflange
Victor Rod 8, rue Victor Beck President du Conseil Luxembourg
L - 1223 Howald d'Administration de la BCEE
Christian Schaack 50, avenue J.F. Kennedy L - Member of the Board, Banque Luxembourg
2951 Luxembourg Generale du Luxembourg
Georges Schmit 35, Op der Strooss, President de la SNCI Luxembourg
L - 7650 Heffingen
Gaston Schwertzer Marxe Knupp Administrateur-Delegue Luxembourg
L-5328 Medingen Luxempart
Rene Steichen 36, rue Clairefontaine Chairman of the Board of SES Luxembourg
L - 9201 Diekirch Global; Avocat a la Cour
Gerd Tenzer Am Wolfsbach 50b Member of the Board of Germany
D - 53229-Bonn Management, Deutsche Telekom AG
Francois Tesch 45 a, route de Bettembourg President, Luxempart S.A. Luxembourg
L - 1899 Kockelscheuer
Jean-Paul Zens 16, rue des Marguerites Premier Consellier de Luxembourg
L-2127 Luxembourg Gouvernement
EXECUTIVE OFFICERS:
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ------- ---------- -----------
Romain Bausch SES Global Chief Executive Officer and Luxembourg
L-6815 Chateau de Betzdorf President; Member of Executive
Luxembourg Committee
Robert Bednarek SES Americom Executive Vice-President, U.S.
Four Research Way Corporate Development; Member
Princeton, NJ 08540 of Executive Committee
Roland Jaeger SES Global General Counsel Luxembourg
L-6815 Chateau de Betzdorf
Luxembourg
Ferdinand Kayser SES Global Member of Executive Committee; Luxembourg
L-6815 Chateau de Betzdorf Chief Executive Officer and
Luxembourg President of SES Astra
Dean A. Olmstead SES Americom Member of Executive Committee; U.S.
Four Research Way Chief Executive Officer and
Princeton, NJ 08540 President of SES Americom
Jurgen Schulte SES Global Chief Financial Officer; Germany
L-6815 Chateau de Betzdorf Member of Executive Committee
Luxembourg