UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 23, 1996 (September 20, 1996)
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Date of Report (Date of earliest event reported)
PANAMSAT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26712 06-1407851
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Pickwick Plaza, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 622-6664
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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On September 20, 1996, PanAmSat Corporation (the "Registrant")
announced that it entered into an Agreement and Plan of Reorganization dated
September 20, 1996 among Hughes Communications, Inc., a California corporation,
Hughes Communications Galaxy, Inc., a California corporation, Hughes
Communications Services, Inc., a California corporation, Hughes Communications
Carrier Services, Inc., a California corporation, Hughes Communications Japan,
Inc., a California Corporation, Magellan International, Inc., a Delaware
corporation, and PanAmSat Corporation, a Delaware corporation (the
"Reorganization Agreement"). Pursuant to the Reorganization Agreement and other
related agreements, the holders of the outstanding capital stock of the
Registrant will receive an aggregate of $1.5 billion in cash and 28.5% of the
outstanding capital stock of a new company to be named PanAmSat Corporation. The
closing of the Reorganization Agreement is subject to the satisfaction or waiver
of several conditions including compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the Federal Communication Commission's
consent to the transactions contemplated by the Reorganization Agreement.
Registrant's press release dated September 20, 1996 is filed
herewith as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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20. Press release of Registrant dated September 20, 1996.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.
PANAMSAT CORPORATION
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(Registrant)
By /S/ James W. Cuminale
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James W. Cuminale
Senior Vice President and
General Counsel
Date: September 23, 1996
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press release of Registrant dated 5
September 20, 1996.
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