TO ALL: this CDRD is bugging me. When the previous post on it talked about the rich people I went back and realized that some very large stock holders control 86.5% of the outstanding stock:
NUMBER OF SHARES PERCENT OF TOTAL
Names and Address of Beneficial Owner(1) BENEFICIALLY OWNED BENEFICIALLY OWNED(2)
---------------------------------------- ------------------ ---------------------
DIRECTORS, EXECUTIVE OFFICERS AND 5% STOCKHOLDERS
Darlene Friedland ................................... 2,834,500 22.5%
110 Wolseley Road Point Piper 2027 Sydney, Australia
Loral Space & Communications Ltd. ................... 1,905,488 15.2%
600 Third Avenue New York, New York 10017
David Margolese(3) .................................. 1,900,000 15.1%
c/o CD Radio Inc. Sixth Floor 1001 22nd Street, N.W
Washington, D.C. 20037
Robertson Stephens & Co., et al.(4) ................. 1,467,500 11.7%
555 California Street, Suite 2600 San Francisco, CA 94104
Robert D. Briskman(5) ............................... 132,500 1.1%
Jack Z. Rubinstein(6) ............................... 227,000 1.8%
Peter K. Pitsch(7) .................................. 70,000 *
Lawrence F. Gilberti(8) ............................. 35,000 *
Ralph V. Whitworth(9) ............................... 35,000 *
Joseph Capobianco(10) ............................... 0 *
Keno Thomas(11) ..................................... 0 *
Andrew Greenebaum(12) ............................... 59,000 *
All Executive Officers and Directors
as a Group (9 persons)(13) ....................... 2,399,500 19.1%
HOLDERS OF 5% DELAYED CONVERTIBLE PREFERRED STOCK(14)
66.2% of the preferred convertible is held by:
NUMBER OF SHARES PERCENT OF TOTAL
Names and Address of Beneficial Owner(1) BENEFICIALLY OWNED BENEFICIALLY OWNED(2)
---------------------------------------- ------------------ ---------------------
DIRECTORS, EXECUTIVE OFFICERS AND 5% STOCKHOLDERS
Darlene Friedland ................................... 2,834,500 22.5%
110 Wolseley Road Point Piper 2027 Sydney, Australia
Loral Space & Communications Ltd. ................... 1,905,488 15.2%
600 Third Avenue New York, New York 10017
David Margolese(3) .................................. 1,900,000 15.1%
c/o CD Radio Inc. Sixth Floor 1001 22nd Street, N.W
Washington, D.C. 20037
Robertson Stephens & Co., et al.(4) ................. 1,467,500 11.7%
555 California Street, Suite 2600 San Francisco, CA 94104
Robert D. Briskman(5) ............................... 132,500 1.1%
Jack Z. Rubinstein(6) ............................... 227,000 1.8%
Peter K. Pitsch(7) .................................. 70,000 *
Lawrence F. Gilberti(8) ............................. 35,000 *
Ralph V. Whitworth(9) ............................... 35,000 *
Joseph Capobianco(10) ............................... 0 *
Keno Thomas(11) ..................................... 0 *
Andrew Greenebaum(12) ............................... 59,000 *
All Executive Officers and Directors
as a Group (9 persons)(13) ....................... 2,399,500 19.1%
HOLDERS OF 5% DELAYED CONVERTIBLE PREFERRED STOCK(14)
HOLDERS OF 5% DELAYED CONVERTIBLE PREFERRED STOCK(14)
Continental Casualty Company(15) .................... 1,966,260 15.6%
c/o Chase Manhattan Bank 4 New York Plaza New York, NY 10004-2477
Everest Capital International, Ltd.(16) ............. 1,145,932 9.1%
c/o Morgan Stanley & Co., Incorporated One Pierpont Plaza, 10th Floor
Brooklyn, NY 11201The Mainstay Funds, on behalf of its High Yield
Corporate Bond Fund Series(17) ................... 1,133,214 9.0%
Chase Manhattan Bank A/C State Street Bank & Trust Co. ................
4 New York Plaza New York, NY 10004
Everest Capital Fund, L.P.(18) ...................... 894,650 7.1%
c/o Morgan Stanley & Co. .........................
One Pierpont Plaza, 10th Floor Brooklyn, NY 11201
Grace Brothers, Ltd.(19) ............................ 786,505 6.3%
Bradford Whitmore 1560 Sherman Avenue, Suite 900 Evanston, IL 60201
This is the description of the preferred:
DESCRIPTION OF 5% DELAYED CONVERTIBLE PREFERRED STOCK
On March 19, 1997, the Board of Directors authorized the issuance of up to
8,000,000 shares of the 5% Preferred Stock for the purposes described above. As
of September 25, 1997, the Company had 5,232,608 shares of the 5% Preferred
Stock outstanding held of record by 48 entities, and had agreed to grant a
warrant to purchase an additional 486,000 shares at $25.00 per share.
14
DIVIDENDS. Each share of the 5% Preferred Stock is entitled to receive
dividends at the rate of $1.25 per annum, payable semi-annually on April 15 and
October 15 of each year, in preference to any payment made on any other shares
of capital stock of the Company. Any dividend payable on the 5% Preferred Stock
may be paid, at the option of the Company, either (i) in cash or (ii) by adding
the amount of such dividend to the Liquidation Preference (as defined below).
Each share of the 5% Preferred Stock is also entitled to a liquidation
preference of $25 per share, plus all accrued but unpaid dividends (the
"Liquidation Preference"), in preference to any other class or series of capital
stock of the Company. Other than the consent rights described below with respect
to certain corporate actions, and except as otherwise provided by applicable
law, holders of the 5% Preferred Stock have no voting rights.
CONVERSION. The 5% Preferred Stock is convertible by the holders into
shares of Common Stock at any time, provided that the Company is not obligated
to honor any request for conversion of the 5% Preferred Stock at any time
certain governmental approvals of the issuance of the Common Stock upon such
conversion have not been obtained. If such approvals (other than with respect to
a holder or group of holders holding more than 50% of the voting securities of
the Company) are not obtained by 360 days after April 9, 1997 (the "First
Closing"), the Company shall, at the request of any holder, repurchase the
shares of the 5% Preferred Stock held by such holder at a purchase price per
share equal to the sum of the Liquidation Preference plus any other cash
payments due to such holder ("Cash Payments"), divided by 72.125% (the "Maximum
Price"). The number of shares of Common Stock issuable upon conversion of the
shares of the 5% Preferred Stock will equal the Liquidation Preference of the
shares being converted plus any Cash Payments divided
15
by the then-effective conversion price applicable to the Common Stock (the
"Conversion Price"). The Conversion Price, as of any date up to and including
November 15, 1997, is determined in accordance with a formula based on market
prices of the Common Stock or actual prices at which the converting holder sold
the Common Stock, in either case multiplied by an amount equal to 1 minus the
Applicable Percentage. At any date after November 15, 1997, the Conversion Price
is determined in accordance with a formula based on (i) market prices of the
Common Stock between October 15, 1997 and November 15, 1997, (ii) market prices
of the Common Stock during the three consecutive trading days immediately
preceding the date of conversion and (iii) actual prices at which the converting
holder sold the Common Stock, in any case multiplied by 72.125%. The Applicable
Percentage is as follows: CONVERSION AFTER THE
FOLLOWING DATE APPLICABLE PERCENTAGE
--------------------- ---------------------
9/15/97 24.875%
10/15/97 25.000%
11/15/97 27.875%
The 5% Preferred Stock is at all times subject to adjustment for customary
anti-dilution events such as stock splits, stock dividends, reorganizations and
certain mergers affecting the Common Stock. Three years or more after the date
of original issuance of the 5% Preferred Stock, the Company may require the
holders of the 5% Preferred Stock to convert such shares into Common Stock at
the then applicable Conversion Price and all Cash Payments due on a date
specified in the notice of forced conversion. However, the conversion shall not
occur if the Company has commenced bankruptcy proceedings, ceased operations or
shall be in default for money borrowed in excess of $50 million.
A bit confusing but it looks like each share of preferred is worth about
$25 + accruded interest (about 8 mo at 5%) .67= 25.67/0.72125=$35.59
this will buy appx.: 35.59/((20.375*(1-.27875))= 2.42 shares
According to the latest news biz.yahoo.com
over 50% of the preferred uotstanding was rendered so the common stock oustanding will increase by about:
0.50*2.42*5,232,000=6,330,000 shares or about a 50% increase on the number of shares outstanding |
