EXHIBIT 99.1
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
MOTIENT CORPORATION, ss.
ss.
Plaintiff, ss.
ss.
v. ss. CIVIL ACTION NO.
ss. 3:05-CV-02070-P
JAMES D. DONDERO, HIGHLAND CAPITAL MANAGEMENT LP, ss.
STRAND ADVISORS, INC., PROSPECT STREET HIGH INCOME ss.
PORTFOLIO, INC., PROSPECT STREET INCOME SHARES, INC., ss.
HIGHLAND LEGACY LIMITED, HIGHLAND CRUSADER OFFSHORE ss.
PARTNERS, L.P., PAMCO CAYMAN, LTD., HIGHLAND EQUITY ss.
FOCUS FUND, LP, HIGHLAND SELECT EQUITY FUND, LP, ss.
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC., ss.
ss.
Defendants. ss.
ss.
ss.
PLAINTIFF'S FIRST AMENDED COMPLAINT
-----------------------------------
Plaintiff Motient Corporation ("Motient" or "Plaintiff") hereby files this
First Amended Complaint against Defendant James D. Dondero ("Dondero"), and
Defendants Highland Capital Management, L.P. ("Highland"), Strand Advisors, Inc.
("Strand"), Prospect Street High Income Portfolio, Inc. ("Prospect Street High
Income"), Prospect Street Income Shares, Inc. ("Prospect Street Income"),
Highland Legacy Limited ("Highland Legacy"), Highland Crusader Offshore
Partners, L.P. ("Highland Crusader"), PAMCO Cayman, Ltd. ("PAMCO"), Highland
Equity Focus Fund, L.P. ("Highland Equity"), Highland Select Equity Fund, LP
("Highland Select"), and Highland Capital Management Services, Inc. ("Highland
Services") (collectively, the "Dondero Affiliates" or "Affiliates," and together
with Dondero, "Defendants") and respectfully alleges, upon knowledge as to
itself and its own acts and otherwise upon information and belief, as follows:
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INTRODUCTION
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1. This action arises out of the improper attempts of James Dondero--a
large shareholder and self-interested director of Motient--on behalf of himself
and all of the Dondero Affiliates for which he serves as President or "ultimate
parent entity," to persuade Motient's shareholders to cede control of Motient to
Dondero through false, misleading, and incomplete public statements. By
undertaking this conduct, Defendants have violated numerous provisions of the
Securities Exchange Act of 1934 (the "Exchange Act"), including Sections 13(d),
15 U.S.C. ss. 78m(d), and 14(a), 15 U.S.C. ss. 78n(a), and the rules promulgated
thereunder, which respectively govern beneficial ownership of more than five
percent of an issuer's registered equity securities and the solicitation of
proxies. Section 13(d) is designed to provide shareholders and the investing
public with full and accurate disclosure of relevant, accurate, and material
information concerning large shareholders. Similarly, Section 14(a) and the
proxy solicitation rules promulgated thereunder are designed to protect
shareholders from solicitation for votes by the dissemination of false or
misleading information. Such rules also establish mandatory procedures and
requirements for anyone--including a shareholder and dissident director such as
Dondero, as well as his Affiliates--who seeks to induce action by other
shareholders.
2. To further his own selfish ends (namely, to gain a controlling ownership
interest in Motient), Dondero himself, and through his control over the Dondero
Affiliates, has embarked upon a course of action that is designed to
artificially depress the price of Motient stock. As part of Defendants'
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undisclosed scheme, they made numerous improper Schedule 13D/A filings
(collectively referred to as the "13D Amendments"). These filings contain
numerous false statements and exaggerations and do not disclose material
information that needs to be disclosed in light of other statements made
therein. These improper 13D Amendments are also designed to improperly influence
the vote by Motient shareholders on critical corporate transactions and
therefore constitute disguised proxy solicitations.
3. As a result of Dondero's and his Affiliates' unlawful attempts to
influence the decisions of Motient's shareholders with respect to significant
corporate matters, Motient and its shareholders have suffered irreparable
injury, for which there is no adequate remedy at law. Moreover, as long as the
13D Amendments remain uncorrected, Motient and its shareholders will continue to
suffer irreparable injury for which there is no adequate remedy at law.
Accordingly, Motient brings this action seeking, inter alia, (i) a declaration
that Defendants' conduct violates Sections 13(d) and 14(a) of the Exchange Act
and the rules promulgated thereunder, (ii) an order that Defendants immediately
amend the 13D Amendments to correct any false and misleading statements, and
(iii) injunctive relief preventing Defendants from taking further actions to
purchase or sell Motient securities, or solicit shareholder votes on Motient
corporate transactions prior to making the accurate and complete amendments and
disclosures required by Section 13(d) of the Exchange Act and the rules
promulgated thereunder and/or Section 14(a) of the Exchange Act and the rules
promulgated thereunder, until a reasonable period of time after Defendants have
filed an amended Schedule 13D and other filings making accurate and complete
disclosures.
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PARTIES
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4. Motient. Motient, a Delaware corporation with its principal place of
business in Illinois, is a nationwide provider of terrestrial wireless data
solutions for Fortune 500 and other companies.
5. Dondero. Defendant James D. Dondero is a citizen of the State of Texas
and, on information and belief, resides in Dallas County, Texas. Dondero was
served with process in this action by delivering a copy of the summons, with a
copy of the original complaint attached thereto, to his designated place of
business: James Dondero, Highland Capital Management, L.P., 13455 Noel Road,
Suite 1300, Dallas, Texas 75240.
6. Highland Capital Management, L.P. Defendant Highland Capital Management,
L.P. is a Delaware limited partnership with its principal place of business in
Dallas, Texas. Highland Capital Management, L.P.'s general partner is Strand
Advisors, Inc. Defendant Highland Capital Management, L.P. can be served with
process in this action by delivering a copy of the summons, with a copy of the
complaint attached thereto, to its registered agent for service of process:
James Dondero, Highland Capital Management, L.P., 13455 Noel Road, Suite 1300,
Dallas, Texas 75240.
7. Strand Advisors, Inc. Defendant Strand Advisors, Inc. is a Delaware
corporation with its principal place of business in Dallas, Texas. Defendant
Strand Advisors, Inc. can be served with process in this action by delivering a
copy of the summons, with a copy of the complaint attached thereto, to its
registered agent for service of process: James Dondero, 13455 Noel Road, Suite
1300, Dallas, Texas 75240.
8. Prospect Street High Income Portfolio, Inc. Defendant Prospect Street
High Income Portfolio, Inc. is a Maryland corporation with its principal place
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of business in Dallas, Texas. Defendant Prospect Street High Income Portfolio,
Inc. can be served with process in this action by delivering a copy of the
summons, with a copy of the complaint attached thereto to its registered agent
for service of process: James Dondero, 13455 Noel Road, Suite 1300, Dallas,
Texas 75240.
9. Prospect Street Income Shares, Inc. Defendant Prospect Street Income
Shares Inc. is a Maryland corporation with its principal place of business in
Maryland. Defendant Prospect Street Income Shares, Inc. can be served with
process in this action by delivering a copy of the summons, with a copy of the
complaint attached thereto, to its president: James Dondero, 13455 Noel Road,
Suite 1300, Dallas, Texas 75240.
10. Highland Legacy Limited. Defendant Highland Legacy Limited is a Cayman
Islands limited partnership with its principal place of business in the Cayman
Islands. Highland Legacy Limited's general partner is QSPV Limited, also a
Cayman Islands limited partnership. Defendant Highland Capital Management, L.P.,
exercises all voting and dispositive powers with respect to Highland Legacy
Limited's Motient shares. Upon information and belief, Defendant Highland Legacy
Limited can be served with process in this action by delivering a copy of the
summons, with a copy of the complaint attached thereto, to the registered agent
for service of process for Highland Capital Management, L.P.: James Dondero,
Highland Capital Management, L.P., 13455 Noel Road, Suite 1300, Dallas, Texas
75240.
11. Highland Crusader Offshore Partners LP. Defendant Highland Crusader
Offshore Partners LP is a Bermuda limited partnership with its principal place
of business in Dallas, Texas. Defendant Highland Crusader Offshore Partners LP's
general partner is Highland Capital Management, L.P. Defendant Highland Crusader
Offshore Partners LP can be served with process in this action by delivering a
copy of the summons, with a copy of the complaint attached thereto, to the
registered agent for service of process for its general partner, Highland
Capital Management, L.P.: James Dondero, Highland Capital Management, L.P.,
13455 Noel Road, Suite 1300, Dallas, Texas 75240.
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12. PAMCO Cayman, Ltd. Defendant PAMCO Cayman, Ltd. is a Cayman Islands
limited partnership with its principal place of business in the Cayman Islands.
PAMCO Cayman, Ltd.'s general partner is QSPV Limited, also a Cayman Islands
limited partnership. Defendant Highland exercises all voting and dispositive
powers with respect to PAMCO Cayman Ltd.'s Motient shares. Upon information and
belief, Defendant PAMCO Cayman Ltd. can be served with process in this action by
delivering a copy of the summons, with a copy of the complaint attached thereto,
to the registered agent for service of process for Highland Capital Management,
L.P.: James Dondero, Highland Capital Management, L.P., 13455 Noel Road, Suite
1300, Dallas, Texas 75240.
13. Highland Equity Focus Fund, LP. Defendant Highland Equity Focus Fund,
LP is a Delaware limited partnership with its principal place of business in
Dallas, Texas. Highland Capital Management, L.P. is Highland Equity Focus Fund's
general partner. Defendant Highland Equity Focus Fund, LP can be served with
process in this action by delivering a copy of the summons, with a copy of the
complaint attached thereto, to the registered agent for service of process for
its general partner, Highland Capital Management, L.P.: James Dondero, Highland
Capital Management, L.P., 13455 Noel Road, Suite 1300, Dallas, Texas 75240.
14. Highland Select Equity Fund, LP. Defendant Highland Select Equity Fund,
LP is a Delaware limited partnership with its principal place of business in
Dallas, Texas. Upon information and belief, Highland Capital Management, L.P. is
Highland Select Equity Fund, LP's general partner. Upon information and belief,
Defendant Highland Select Equity Fund, LP can be served with process in this
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action by delivering a copy of the summons, with a copy of the complaint
attached thereto, to the registered agent for service of process for its general
partner, Highland Capital Management, L.P.: James Dondero, Highland Capital
Management, L.P., 13455 Noel Road, Suite 1300, Dallas, Texas 75240.
15. Highland Capital Management Services, Inc. Defendant Highland Capital
Management Services, Inc. is a Delaware corporation with its principal place of
business in Dallas, Texas. Defendant Highland Capital Management Services, Inc.
can be served with process in this action by delivering a copy of the summons,
with a copy of the complaint attached thereto, to its registered agent for
service of process: James Dondero, 13455 Noel Road, Suite 1300, Dallas, Texas
75240.
JURISDICTION AND VENUE
----------------------
16. The claims asserted herein arise under Section 13(d), 15 U.S.C. ss.
78m(d) and Section 14(a), 15 U.S.C. ss. 78n(a) of the Exchange Act and the rules
and regulations promulgated thereunder. Accordingly, this Court has federal
question jurisdiction over the action pursuant to 15 U.S.C. ss. 78aa and 28
U.S.C. ss. 1331.
17. Venue is proper in this judicial district pursuant to 28 U.S.C. ss.
1391 and 15 U.S.C. ss. 78aa. The claims asserted herein arose in this District,
and one or more of the acts and transactions complained of have occurred, are
occurring, and unless enjoined, will continue to occur in this District.
18. This Court has personal jurisdiction over Defendants because Defendants
are citizens of the State of Texas or transact business within the State of
Texas, and the acts giving rise to this lawsuit occurred in and were directed
from Highland's principal place of business in Dallas, Texas.
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19. There is an actual controversy between the parties as to which
declaratory judgment is appropriate.
FACTUAL BACKGROUND
------------------
20. Motient's Busine* Motient is one of the oldest and most respected
wireless data providers in the nation. By, among other things, providing access
to multiple networks platforms, Motient simplifies the wireless experience for
application providers, hardware vendors, and customers.
21. Motient's Interest in TerreStar and MSV. Motient is also the
controlling shareholder of TerreStar Networks Inc. ("TerreStar"), a
development-phase satellite communications company, and a minority shareholder
of Mobile Satellite Ventures, LP ("MSV"), an established satellite
communications company. TerreStar and MSV are both in the process of developing
next-generation hybrid networks that plan to provide ubiquitous wireless service
by integrating land-based towers and powerful satellites. These new networks
will deliver services to standard wireless devices everywhere in North America.
22. Motient's Board. Motient's Board of Directors (the "Board") is
comprised of seven members. Such members have backgrounds in a number of
industries, including communications, law, and banking and lending.
Collectively, they bring to Motient many years of experience as company
executives and members of various other boards of directors.
23. Dondero's Busine* Although Dondero also serves as a member of Motient's
Board, Dondero's primary business is acting as President of Highland. In
addition to serving as Highland's President, Dondero is also Highland's majority
(75%) owner and the sole director and shareholder of Highland's general partner,
Strand Advisors. Highland also acts as the general partner of and/or manages
several subsidiary investment funds, including the Dondero Affiliates. Dondero
is also designated as the "ultimate parent entity" for all the Dondero
Affiliates. As a result, Dondero's actions are imputed to, inter alia, the
Dondero Affiliates that he controls.
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24. Highland describes itself as a "distressed investment manager" and
further describes its business as "brandish[ing] its saber on a financial
crusade that focuses on credit and special situation investing." Highland claims
to manage more than $14 billion in assets and has been referenced in at least
one trade publication as the world's second biggest manager of leveraged loans.
25. Prior to 2002, through one or more of the Dondero Affiliates, Dondero
purchased approximately $33 million (face value), or approximately ten percent,
of Motient's outstanding high-yield debt. Shortly thereafter, because of an
inability to pay interest on its high-yield debt, Motient filed for bankruptcy
protection and underwent a reorganization. In 2002, as part of Motient's
reorganization, Dondero's debt investment in Motient was converted to equity and
Dondero was named to Motient's Board. Since then, Dondero has grown increasingly
hostile to Motient's Board and management.
26. As reflected in the original 13D filed by certain Defendants on June
10, 2002 (the "Original 13D"), and the 13D Amendments thereto, each of the
Defendants is a member of a group that beneficially owns in excess of five
percent of Motient's common stock. Defendants Dondero, Highland, Strand,
Prospect Street High Income, Prospect Street Income, Highland Legacy, and PAMCO
have been members of this group (the "13D Group") since the filing of the
Original 13D. Defendant Highland Crusader joined the 13D Group pursuant to an
amendment to the Original 13D filed on October 20, 2003 ("Amendment 1").
Defendant Highland Equity joined the 13D Group pursuant to an amendment to the
Original 13D filed on July 12, 2004 ("Amendment 2"). Defendants Highland Select
and Highland Services both joined the 13D Group in an amendment to the Original
13D filed on April 19, 2005 ("Amendment 4").
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27. In their recent 13D Amendments, Dondero and the Dondero Affiliates have
made a number of public statements disparaging Motient's Board and management in
an apparent effort to sway Motient's shareholders to support Dondero's misguided
efforts to gain control of Motient. For example, in an amendment to their
Schedule 13D, filed on September 7, 2005 ("Amendment 5"), Defendants made
materially false and misleading statements regarding several members of
Motient's Board and management--accusing them of improper conduct including
self-dealing and breaching their fiduciary duties. In Amendment 5, Defendants
also expressly urged Motient's shareholders to "take [Dondero's] concerns into
account when considering any future proposals by Motient's Board of Directors."
28. On September 29, 2005, in another amendment to the Schedule 13D
("Amendment 6"), Defendants disparaged Motient's management and Board, and made
false statements about a proposed transaction that was approved by all Board
members except Dondero. The transaction at issue involves an opportunity to
consolidate or "roll-up" MSV and TerreStar into Motient (the "Roll-Up
Transaction"), which, after careful consideration, was unanimously approved by
all of Motient's Board members except Dondero.
29. In Amendment 6, Defendants accused Motient's management of, among other
things, engaging in a "scheme to undercut the value of Motient to its current
stockholders and to line the pockets of certain insiders and fiduciaries through
transactions that are not arm's length and that involve conflicts of interest,
self-dealing and breaches of fiduciary duties." Such statements are objectively
false, as verified by a recent comprehensive, independent investigation
conducted by the Board's audit committee and independent counsel. Defendants
have not disclosed in their 13D Amendments the results of this comprehensive
investigation.
10
30. Amendment 6 also concluded that "it is evident that the proposed
transaction is a bad deal for Motient and its stockholders." Amendment 6 further
states, in part:
The proposed deal impliedly values the combined L-Band at
approximately $2.7 billion (or approximately $0.40 MHz POP, according
to industry publications) and the combined S-Band at approximately
$0.5 billion (or approximately $0.22 MHz POP, according to industry
publications). We believe, however, that based upon our review of
market comparables and industry data the valuation above significantly
overvalues the L-Band and significantly undervalues the S-Band. Given
that Motient currently owns approximately 61% of the S-Band and
approximately 49% of the L-Band, we believe that the inaccurate
valuation described above will result in dramatically skewed exchange
ratios among the parties in the proposed transaction. Specifically, we
believe that the excess Motient shares provided to MSV stockholders in
the proposed transaction will materially and irreparably dilute
existing Motient stockholders and, at the same time, in value and
potential appreciation to MSV stockholders. Moreover, the proposed
issuance of approximately 93 million shares of Motient Common Stock
represents a greater number of shares than are currently outstanding
(approximately 71 million shares), and thus effectively results in a
sale of a majority interest of the company at a disadvantageous price
to Motient's existing stockholders.
Be advised that Highland has retained a valuation firm that recently
testified before Congress regarding the value of spectrum. Their
preliminary analysis indicates that the L-Band is a less valuable
spectrum than the S-Band because of potential interference and other
technical considerations. Thus, if the S-Band and L-Band were properly
valued and the exchange ratios were set accordingly, following the
transaction, we believe that current Motient stockholders, not MSV
stockholders, would obtain control of the combined companies because
of their current large ownership position in the S-Band. Instead,
current Motient stockholders would own approximately 43% or less of
the combined entities. We believe that such a transaction could not be
in the best interests of existing Motient stockholders.
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In addition, the 8-K raises the following questions: Why is Motient
willing to give up majority control of the S-Band, which is its most
valuable and liquid asset, at a low valuation in a transaction in
which it will become a minority stockholder in a new company that it
will not control? This is even stranger given that the Form 8-K and
press release state that the new company intends to then spin-off the
S-Band assets to Motient stockholders. The net of the proposal will be
that before the proposed transaction, Motient stockholders would own
approximately 61% of the S-Band; after the deal, they will own
approximately 43% or less of the S-Band, which interest would then be
spun off to Motient stockholders. Why is Motient willing to pay a
premium to MSV for the L-Band when MSV has no audited financials and
no access to the public markets other than through Motient? Does the
fact that Jared Abbruzzese and Gerald Kittner are directors of MSV's
general partner play any role in this decision? Is this another
conflict of interest? Both Abbruzzese and Kittner are defendants in
Highland's lawsuit filed on behalf of Motient that accuses them of
prior conflicts of interest, self-dealing and breaches of fiduciary
duty. Is this more of the same? Why doesn't Motient explore a
transaction that truly does simplify the ownership structure of the
L-Band and S-Band (its supposed purpose), such as selling the L-Band
to MSV at the value implied by the proposed deal and buying the
minority S-Band interests at the implied value?
31. These statements are materially false and misleading. For example,
Defendants' supposed implied valuations of the combined L-Band and S-Band are
inconsistent with the actual valuations placed on the two assets by Motient's
management and consultants and shared with Dondero at Board meetings.
Defendants' claim that the Roll-Up Transaction would "transfer hundreds of
millions of dollars in value and potential appreciation to MSV stockholders" is
insupportable even under the valuations submitted to the Board by Defendants'
hired consultant. Defendants' hired consultant did not determine or report--as
asserted--that the L-Band is inherently less valuable than the S-Band, whether
because of interference or otherwise. If the Roll-Up Transaction is approved and
consummated, Motient's current shareholders will still own a majority of
Motient's capital stock, rather than 43% as Defendants claim. Also, MSV does in
fact have audited financial statements, as even Defendants have been forced to
admit in a subsequent filing (See Amendment 8, as defined below) with the SEC.
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32. On October 11, 2005, Defendants filed another amendment to the Schedule
13D ("Amendment 7"). In Amendment 7, Defendants continued to make materially
false and misleading statements to Motient's shareholders. Specifically,
Amendment 7 accused Motient's management and Board of a lack of "robust
evaluation and due diligence" in connection with Motient's decision to recommend
the proposed Roll-Up Transaction to its shareholders. Additionally, Amendment 7
stated that "management has not provided any analysis or support for its
decisions to pursue the transaction or the valuations used therein," and that
"Highland is not aware that the company has conducted proper due diligence,
including (i) the solicitation and receipt of third party valuations, relating
to the pricing of its three primary assets (MSV, TerreStar, or Motient's
existing operations) . . . ." Such statements are objectively and materially
false and misleading. In fact, Motient's management and Board have engaged in,
and are continuing to engage in, an extensive and thorough evaluation of the
proposed Roll-Up Transaction, including engaging financial advisors and other
consultants, and inviting Dondero, his analysts, and his hired consultants to
present their opinions and views to the Board, and giving careful consideration
thereto. Motient's management has provided the Board--including Dondero--with
detailed analyses and support for its recommendation of the Roll-Up Transaction.
As a board member, Dondero, and thus his Affiliates, are aware of the process
that the Board has followed and the information that Motient's management has
provided to the Board in support of the proposed Roll-Up Transaction. Indeed,
Dondero has made his own presentation to the executive committee of the Board
with his hired consultants.
33. Amendment 7 also is materially incomplete and misleading because it
states that (i) Highland's outside consultants have concluded that "the
valuation of the transaction favors the non-Motient holders of MSV and not the
Motient stockholders," (ii) the proposed Roll-Up Transaction "undervalues
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TerreStar and overvalues MSV," and (iii) "the deal, as currently structured, is
detrimental to existing Motient shareholders." Amendment 7 further purports to
warn Motient shareholders that "[t]he proposed `roll-up' that values the S-Band
at a 45% discount to the L-Band significantly skews economics in favor of MSV
shareholders versus existing Motient shareholders," and that Motient's
evaluation of the proposed MSV Roll-Up "is being controlled by persons with
interests that are not aligned with those of [Motient] stockholders." Such
statements are incomplete and misleading because they fail to disclose that
Motient has worked with independent financial advisors and consultants when
structuring this transaction. Such advisors and consultants provided analyses
that support the economics of the transaction and the fairness to Motient
shareholders.
34. Further, Amendment 7 stated that "management did not update its
valuations for Motient's primary assets: its ownership interests in TerreStar,
MSV, and existing operations." Such statement is objectively and materially
false and misleading, because, in fact, Motient's management based its
valuations on actual market transactions and the actual market trading price of
the companies involved in such transactions. Defendants were fully aware of this
at the time they filed their Amendment 7. In addition, Motient's management has
prepared multiple sensitivity analyses showing the impact on the total
consideration that Motient would pay to effectuate the Roll-Up Transaction,
assuming different values for these assets. Defendants are aware of these
sensitivity analyses, but improperly have not disclosed their existence in their
13D Amendments. Even assuming Defendants' valuations are correct, they have
failed to disclose that the actual impact on the ultimate Roll-up Transaction
consideration would be immaterial.
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35. Amendment 7 also made the materially misleading statement that, "[a]t a
minimum, management should be able to explain why it did not use the current
market valuation for ICO North American, which would value TerreStar at $1.4Bn .
.. . ." In fact, the consultants retained by Motient did explain that this
valuation (i) is currently overstated given changing market prices, and (ii)
does not account for the differences between the actual businesses holding the
S-band licenses/authorizations. Defendants' statement also was misleading and
incomplete because it fails to indicate that the actual impact on the ultimate
Roll-up Transaction consideration would be immaterial.
36. Amendment 7 further stated that Defendants are considering seeking
"possible changes in the present Board of Directors and management of the
Company." Thus, it is clear that Defendants are improperly using their false and
misleading 13D Amendments in support of Dondero's attempt to marshal shareholder
opposition to the Roll-Up Transaction (and attempted to do the same with respect
to an exchange offer that Motient recently completed), to obtain votes to remove
Motient's other directors, and to obtain control of Motient. As such, each of
Defendants' false and misleading 13D Amendments not only violates Section 13(d)
of the Exchange Act and the rules promulgated thereunder, but also constitutes
improper, disguised proxy solicitations under Section 14(a) of the Exchange Act
and the rules promulgated thereunder.
37. On October 14, 2005, Defendants filed another amendment to the SEC
Schedule 13D ("Amendment 8"). Amendment 8 accused Motient's audit committee of
failing to conduct a proper investigation into, in Dondero's words, "various
allegations that I have asserted against other Board members, consultants to
Motient and third parties" concerning "the apparent conflicts of interest,
fiduciary lapses and excessive payments that are sprinkled throughout this
15
company's history over the past two years" and referred to the audit committee
as a "kangaroo court." Such statements are materially false and misleading. In
fact, Motient's audit committee spent substantial time and incurred significant
expense in retaining independent outside counsel to investigate Defendants'
unfounded allegations. Dondero, and thus his Affiliates, are aware of the audit
committee's careful efforts to thoroughly investigate Defendants' claims, in
part because of the committee's repeated--and unsuccessful--requests that
Dondero substantiate such claims.
38. Moreover, Amendment 8 makes false and misleading statements regarding
the Board's separate investigation into Dondero's recent, unsanctioned telephone
calls to major Motient investors as a meritless "half-baked investigation."
Dondero -- who has admitted initiating calls to Motient shareholders and
discussing the Roll-Up Transaction with such shareholders prior to such
information being publicly released by Motient -- is aware that the separate
investigation by Motient's nominating committee into Dondero's conduct is a
serious one, hindered only by his continuing lack of cooperation.
39. Like Amendment 7, Amendment 8 also included the announcement that
Defendants might seek changes to Motient's Board and management, and that they
"may communicate with other stockholders concerning such matters." In fact, in
Amendment 8, Defendants described their intentions as follows:
We believe strongly in Motient's business and its prospects, but we no
longer believe in Motient's current leadership. In fact, we believe that
Motient is being harmed by its current management and Executive Committee
to the detriment of its stockholders, including Highland, and that these
fiduciary lapses should be rectified. After years of trying to work with
this management team through one disagreement after another, we decided to
shift our strategy to one that more forcefully seeks to rectify the
inappropriateness of this Board's past actions and to prevent future
actions that conflict with the best interests of Motient stockholders.
16
40. In addition to the misstatements in the 13D Amendments related to the
Roll-Up Transaction, Defendants' October 21 and October 27, 2005 amendments to
Schedule 13D ("Amendment 9" and "Amendment 10," respectively) also include a
number of false and misleading statements concerning Motient's recent offer to
exchange Motient's Series A (Convertible) Preferred Stock (issued in April 2005)
for Series B (Convertible) Preferred Stock (the "Exchange Offer").
41. The Exchange Offer stemmed from a decision to correct a technical
defect in a certificate of designation--a defect that occurred after Dondero, on
behalf of himself and his Affiliates, requested a change to the voting rights of
the Series A Preferred (Convertible) Stock.
42. More specifically, as the offering documents were being drafted for the
private placement of the Series A Preferred Stock, Dondero, on behalf of himself
and his Affiliates, pledged to purchase $90 million of such stock, but later
requested that the voting rights of the Series A Preferred Stock be limited so
that he could participate in the offering without being required to make a
filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act").
43. Shortly after the April 2005 Series A Preferred Stock transaction
closed, Motient discovered that its efforts to accommodate Dondero's demand
concerning the Series A Preferred Stock voting rights were, in fact,
unnecessary, because Dondero and his Affiliates were already in violation of the
HSR Act as a result of failing to make a required HSR filing in connection with
Dondero's exercise in February 2005 of Motient stock options granted to Dondero
in his capacity as a Motient director.
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44. After the April 2005 Series A Preferred Stock transaction closed,
Motient also discovered an inadvertent technical error in the description of the
restricted voting rights (specifically designed to accommodate Dondero's
unnecessary request to avoid a filing under the HSR Act) contained in the
Certificate of Designation filed in connection with that transaction. More
specifically, the Certificate of Designation for the Series A Preferred Stock,
as originally filed, mistakenly stated that the Series A Preferred Stock was
only entitled to vote to approve adverse changes to the rights of the Series A
Preferred Stock.
45. On July 29, 2005, Motient's Board convened a teleconference, in which
Dondero declined to participate. During that conference, the Board approved the
filing of a Certificate of Corrections to accurately set forth the intended
voting rights of the Series A Preferred Stock (which, as set out in such
Certificate, included not only the right to vote to approve changes adverse to
the rights of the Series A Preferred Stock, but also the right to vote to elect
two directors in the event of certain dividend arrearages or other defaults with
regard to the Series A Preferred Stock).
46. During that same teleconference, the Board was also informed that,
notwithstanding the Certificate of Corrections, the technical error in
documenting the stated voting rights of the Series A Preferred Stock could
create potential confusion regarding the voting rights and validity of the
Series A Preferred Stock (because Motient's Certificate of Incorporation does
not allow Motient to issue any class of non-voting stock). After being informed
that such potential confusion could possibly prevent Motient from obtain
accounting consents required to register the common stock underlying the Series
A Preferred Stock, the Board also resolved on July 29, 3005 to remedy any
potential uncertainty by initiating an exchange offer to allow the investors who
purchased the Series A Preferred Stock to exchange, on a one-for-one basis,
their Series A Preferred Stock for new shares of Series B Preferred Stock,
issued pursuant to a Certificate of Designation that would confer voting rights
similar to those set forth in the Certificate of Corrections for the Series A
Preferred Stock.
18
47. Defendants attempted to derail the Exchange Offer through a number of
false and misleading statements included in the 13D Amendments. In Amendment 9,
for example, Dondero, on behalf of himself and his Affiliates, falsely stated:
"the Board has not met to discuss the Exchange Offer (unless the meeting was
called without the required notice and conducted without my presence). I know of
no meeting where the Exchange Offer documents were reviewed or a conclusion was
reached regarding the decision not to recommend to stockholders whether to
tender pursuant to the Exchange Offer." In Amendment 10, Dondero again falsely
stated that Motient's Board failed to duly consider the Exchange Offer before
authorizing it:
First, to my knowledge, the Company has not duly called any meetings
(other than the meeting held on September 26, 2005) to substantively
discuss the Exchange Offer. . . . At the meeting held on September 26,
2005, the Board may have authorized the Exchange Offer . . . but the
Board did not "carefully consider" or become "apprised of all material
facts" relating to the Exchange Offer, as suggested in the proposed
resolutions for tomorrow's meeting. Specifically the Board did not
discuss, deliberate and "become apprised of all material facts"
relating to: (i) the terms of the proposed offer; (ii) any
recommendation or lack thereof to the Series A Preferred holders;
(iii) the value of the Series B Preferred being issued or whether a
fairness opinion had to be obtained; (iv) a release of insiders and
outside counsel; and (v) any amendments to the Registration Rights
Agreement.
48. Such statements regarding the Board's consideration and authorization
of the Exchange Offering are materially false and misleading. In fact, Motient's
Board met on July 29, 2005, September 26, 2005 and October 26, 2005, and the
Executive Committee of the Board met on October 6, 2005, October 7, 2005,
October 11, 2005 and October 26, 2005 to discuss and approve, among other
things, the Exchange Offer. Moreover, Dondero was present at the Board meetings
on September 26, 2005 and October 26, 2005 and sent a representative to the July
29, 2005 meeting.
19
49. In addition, Amendment 10 falsely stated that "Highland and I have also
been given indications that various side deals and side letters may have been
proffered to some Series A Preferred holders to encourage their exchange." Such
statement is materially false and misleading. In fact, neither Motient nor
anyone acting on behalf of Motient has agreed to any "side deals" with, or
furnished any "side letters" to, any of Motient's Series A Preferred Stock
holders in connection with the Exchange Offer.
50. Accordingly, Dondero is improperly attempting to use the false and
misleading 13D Amendments to marshal shareholder opposition to the Roll-Up
Transaction (and attempted to do the same with respect to the recently concluded
Exchange Offer), to obtain votes to remove Motient's other directors, and to
obtain control of Motient. As such, each of the 13D Amendments violates Section
13(d) of the Exchange Act and the rules promulgated thereunder and constitutes
improper, disguised proxy solicitations under Section 14(a) of the Exchange Act
and the rules promulgated thereunder.
51. Moreover, since Defendants' false and misleading 13D Amendments were
filed, Motient's stock price has declined by several dollars per share. When
viewing his public, objectively false and misleading statements in the context
of Amendments 8 through 10, which include Dondero's announcement that he may
acquire additional shares of Motient stock, it appears that Dondero intends to
acquire additional shares of Motient stock at an artificially low price to
further his improper, disguised proxy solicitations.
20
CAUSES OF ACTION
----------------
COUNT ONE
(Violations of ss.13(d) of the Exchange Act, 15 U.S.C. ss. 78m(d), and Rules
13d-1 and 13d-2 Promulgated Thereunder - False and Misleading Statements in
Defendants' 13D Amendments)
Against Dondero and the Dondero Affiliates
52. Motient repeats and realleges paragraphs 1 through 51 as if set forth
herein.
53. The purpose of Section 13(d) of the Exchange Act is to permit
companies, their stockholders, and the investing public to (i) be aware of
accumulations of blocks of stock in excess of five percent of the outstanding
shares of any equity security, (ii) ascertain the background of, and other
pertinent information relating to, the holders of such blocks, and (iii) learn
the plans and intentions of the holders of such blocks with respect to the
particular issuer in question, all with a view toward enabling shareholders and
the public to make informed investment decisions based upon full disclosure of
all relevant truthful and material information concerning issuers and those in a
position to assert control over them.
54. Section 13(d)(1) of the Exchange Act and Rule 13d-1, 17 C.F.R. ss.
240.13d-1, promulgated thereunder require that the beneficial owner of more than
five percent of an issuer's registered equity securities, file, within ten days
after acquiring its securities, a disclosure of certain information utilizing a
form Schedule 13D promulgated by the SEC, including, among other things, the
background and identity of all persons by whom or on whose behalf the purchases
are being made, the purpose or purposes of their acquisition of the issuer's
stock, their plans with respect to the issuer, and all contracts, arrangements,
understandings or relationships with respect to the securities of the issuer.
Based on Defendants' 13D Amendments, each of the Defendants is a member of a
group, pursuant to Section 13(d)(3) and Rule 13d-3, 17 C.F.R. ss. 240.13d-3,
promulgated thereunder, that is the beneficial owner of more than five percent
of Motient's registered equity securities.
21
55. Under Section 13(d)(2) of the Exchange Act and Rule 13d-2, 17 C.F.R.
ss. 240.13d-2, promulgated thereunder, if any material change occurs in the
facts set forth in the statements to the issuer and the exchange, and in the
statement filed with the SEC, a Section 13(d) filer shall promptly file an
amendment to the Schedule 13D. As in the original Section 13(d) filing, all
amendments to Schedule 13D must disclose all relevant truthful and material
information, and likewise must not contain any omissions and misstatements of
material fact.
56. Motient's common stock is registered pursuant to Section 12(g) of the
Exchange Act, 15 U.S.C. ss. 781, and therefore constitutes an "equity security"
for the purposes of Section 13 of the Exchange Act.
57. As reported in Motient's SEC Form S-1 filed November 3, 2005, as of
October 27, 2005, there were 62,527,413 shares of Motient common stock
outstanding and registered pursuant to Section 12(g) of the Exchange Act.
58. In connection with Defendants' 13D Amendments, Defendants have
intentionally, willfully, negligently and/or with reckless disregard for the
truth failed to make required disclosures in a timely manner or at all, made
numerous statements which, at the time and in the light of the circumstances
under which they were made, were false or misleading with respect to material
facts, or which omitted to state material facts necessary in order to both make
the statements therein not false or misleading, and failed to correct statements
made in earlier communications which have become false or misleading.
59. Motient and its shareholders generally have suffered and, unless
Defendants are enjoined from continuing this unlawful course of conduct, will
continue to suffer irreparable injury, for which there is no adequate remedy at
22
law. The injury to Motient and its shareholders outweighs any injury that
Defendants might suffer as a result of the preliminary and permanent injunctions
requested in this Complaint. Further, the preliminary and permanent injunctions
sought by Motient will serve the public interest by preventing Defendants from
violating the federal securities laws and regulations.
60. Accordingly, Motient seeks, inter alia, a declaration that Defendants
were and continue to be in violation of Section 13(d) of the Exchange Act and
Rules 13d-1 and 13d-2 promulgated thereunder, as well as injunctive and other
relief as set forth herein.
COUNT TWO
(Violation of ss.14(a) of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule
14a-3 Promulgated Thereunder - Solicitation of Votes for a Change in
Motient's Board and Management)
Against Dondero
61. Motient repeats and realleges paragraphs 1 through 60 as if set forth
herein.
62. The 13D Amendments constitute solicitations for shareholder votes for a
change in Motient's Board and management subject to Regulation 14A, 17 C.F.R.
ss. 240.14a-1, et seq.
63. Prior to making these solicitations, Dondero failed to provide
Motient's shareholders with any of the disclosures required by Rule 14a-3, 17
C.F.R. ss. 240.14a-3, including a preliminary or definitive written proxy
statement. These actions constitute a violation of Section 14(a) of the Exchange
Act, 15 U.S.C. ss. 78n(a).
64. Motient and its shareholders generally have suffered and, unless
Dondero is enjoined from continuing to make solicitations in violation of Rule
14a-3, will continue to suffer irreparable injury, for which there is no
adequate remedy at law. Motient and its shareholders will forever be deprived of
their right to make a fully informed decision based on accurate information with
respect to the appointment of Motient's Board and management. The injury to
Motient outweighs any injury that Dondero might suffer as a result of the
preliminary and permanent injunctions requested in this Complaint. Further, the
preliminary and permanent injunctions sought by Motient will serve the public
interest by preventing Dondero from violating the federal securities laws and
regulations.
23
COUNT THREE
(Violation of ss.14(a) of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule
14a-6 Promulgated Thereunder - Solicitation of Votes for a Change in
Motient's Board and Management)
Against Dondero
65. Motient repeats and realleges paragraphs 1 through 64 as if set forth
herein.
66. The 13D Amendments constitute solicitations for shareholder votes for a
change in Motient's Board and management subject to Regulation 14A, 17 C.F.R.
ss. 240.14a-1, et seq.
67. Prior to making these solicitations, Dondero failed to provide the SEC
with copies of a preliminary proxy statement in violation of Rule 14a-6, 17
C.F.R. ss. 240.14a-6. These actions constitute a violation of Section 14(a) of
the Exchange Act, 15 U.S.C. ss. 78n(a).
68. Motient and its shareholders generally have suffered and, unless
Dondero is enjoined from continuing to make solicitations in violation of Rule
14a-6, will continue to suffer irreparable injury, for which there is no
adequate remedy at law. Motient and its shareholders will forever be deprived of
their right to make a fully informed decision based on accurate information with
respect to the appointment of Motient's Board and management. The injury to
Motient outweighs any injury that Dondero might suffer as a result of the
preliminary and permanent injunctions requested in this Complaint. Further, the
preliminary and permanent injunctions sought by Motient will serve the public
interest by preventing Dondero from violating the federal securities laws and
regulations.
24
COUNT FOUR
(Violation of ss.14(a) of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule
14a-9 Promulgated Thereunder - Solicitation of Votes for a Change in
Motient's Board and Management)
Against Dondero
69. Motient repeats and realleges paragraphs 1 through 68 as if set forth
herein.
70. The 13D Amendments constitute solicitations for shareholder votes for a
change in Motient's Board and management subject to Regulation 14A, 17 C.F.R.
ss. 240.14a-1, et seq.
71. Dondero's 13D Amendments contain statements which, at the time and in
the light of circumstances under which they were made, were false or misleading
with respect to several material facts.
72. The 13D Amendments include, inter alia, material which directly and
indirectly impugns character, integrity or personal reputation and makes charges
concerning improper, illegal or immoral conduct or associations, without factual
foundation.
73. These misstatements are material and there is a substantial likelihood
that a reasonable shareholder would consider the misstatements important in
deciding how to vote.
74. Dondero made these false and misleading statements intentionally,
willfully, negligently and with reckless disregard for the truth.
75. Issuance of the 13D Amendments constitutes a violation of Section 14(a)
of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule 14a-9, 17 C.F.R. ss.
240.14a-9.
76. The issuance of the 13D Amendments has caused injury to Motient and its
shareholders.
77. Motient and its shareholders generally have suffered and, unless
Dondero is enjoined from continuing to make solicitations in violation of Rule
14a-9, will continue to suffer irreparable injury, for which there is no
adequate remedy at law. Motient and its shareholders will forever be deprived of
their right to make a fully informed decision based on accurate information with
25
respect to the appointment of Motient's Board and management. The injury to
Motient and its shareholders outweighs any injury that Dondero might suffer as a
result of the preliminary and permanent injunctions requested in this Complaint.
Further, the preliminary and permanent injunctions sought by Motient will also
serve the public interest by preventing Dondero from violating the federal
securities laws and regulations.
COUNT FIVE
(Violation of ss.14(a) of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule
14a-3 Promulgated Thereunder - Solicitation of Votes Against the Roll-Up
Transaction)
Against Dondero
78. Motient repeats and realleges paragraphs 1 through 77 as if set forth
herein.
79. The 13D Amendments constitute solicitations for shareholder votes
against the Roll-Up Transaction subject to Regulation 14A, 17 C.F.R. ss.
240.14a-1, et seq.
80. Prior to making these solicitations, Dondero failed to provide
Motient's shareholders with any of the disclosures required by Rule 14a-3, 17
C.F.R. ss. 240.14a-3, including a preliminary or definitive written proxy
statement. These actions constitute a violation of Section 14(a) of the Exchange
Act, 15 U.S.C. ss. 78n(a).
81. Motient and its shareholders generally have suffered and, unless
Dondero is enjoined from continuing to make solicitations in violation of Rule
14a-3, will continue to suffer irreparable injury, for which there is no
adequate remedy at law. Motient and its shareholders will forever be deprived of
their right to make a fully informed decision based on accurate information with
respect to the Roll-Up Transaction. The injury to Motient and its shareholders
outweighs any injury that Dondero might suffer as a result of the preliminary
and permanent injunctions requested in this Complaint. Further, the preliminary
and permanent injunctions sought by Motient will serve the public interest by
preventing Dondero from violating the federal securities laws and regulations.
26
COUNT SIX
(Violation of ss.14(a) of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule
14a-6 Promulgated Thereunder - Solicitation of Votes Against the Roll-Up
Transaction)
Against Dondero
82. Motient repeats and realleges paragraphs 1 through 81 as if set forth
herein.
83. The 13D Amendments constitute solicitations for shareholder votes
against the Roll-Up Transaction subject to Regulation 14A, 17 C.F.R. ss.
240.14a-1, et seq.
84. Prior to making these solicitations, Dondero failed to provide the SEC
with copies of a preliminary proxy statement in violation of Rule 14a-6, 17
C.F.R. ss. 240.14a-6. These actions constitute a violation of Section 14(a) of
the Exchange Act, 15 U.S.C. ss. 78n(a).
85. Motient and its shareholders generally have suffered and, unless
Dondero is enjoined from continuing to make solicitations in violation of Rule
14a-6, will continue to suffer irreparable injury, for which there is no
adequate remedy at law. Motient and its shareholders will forever be deprived of
their right to make a fully informed decision based on accurate information with
respect to the Roll-Up Transaction. The injury to Motient and its shareholders
outweighs any injury that Dondero might suffer as a result of the preliminary
and permanent injunctions requested in this Complaint. Further, the preliminary
and permanent injunctions sought by Motient will serve the public interest by
preventing Dondero from violating the federal securities laws and regulations.
27
COUNT SEVEN
(Violation of ss.14(a) of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule
14a-9 Promulgated Thereunder - Solicitation of Votes Against the Roll-Up
Transaction)
Against Dondero
86. Motient repeats and realleges paragraphs 1 through 85 as if set forth
herein.
87. The 13D Amendments constitute solicitations for shareholders votes
against the Roll-Up Transaction subject to Regulation 14A, 17 C.F.R. ss.
240.14a-1, et seq.
88. Dondero's 13D Amendments contain statements which, at the time and in
the light of circumstances under which they were made, were false or misleading
with respect to several material facts, as outlined in detail above.
89. These misstatements are material and there is a substantial likelihood
that a reasonable shareholder would consider the misstatements important in
deciding how to vote.
90. Dondero made these false and misleading statements intentionally,
willfully, negligently and with reckless disregard for the truth.
91. Issuance of the 13D Amendments constitutes a violation of Section 14(a)
of the Exchange Act, 15 U.S.C. ss. 78n(a), and Rule 14a-9, 17 C.F.R. ss.
240.14a-9.
92. The issuance of the 13D Amendments has caused injury to Motient and its
shareholders.
93. Motient and its shareholders generally have suffered and, unless
Dondero is enjoined from continuing to make solicitations in violation of Rule
14a-9, will continue to suffer irreparable injury, for which there is no
adequate remedy at law. Motient and its shareholders will forever be deprived of
their right to make a fully informed decision based on accurate information with
respect to the Roll-Up Transaction. The injury to Motient outweighs any injury
that Dondero might suffer as a result of the preliminary and permanent
injunctions requested in this Complaint. Further, the preliminary and permanent
injunctions sought by Motient will serve the public interest by preventing
Dondero from violating the federal securities laws and regulations.
28
94. Alternatively, Motient and its shareholders have suffered monetary
damages as a result of Dondero's actions. Dondero's materially false and
misleading statements resulted in a drop of Motient's stock price. Dondero's
misrepresentations also may have resulted in lost business opportunities.
RULE 7.1 DISCLOSURE STATEMENT
-----------------------------
95. Pursuant to Federal Rule of Civil Procedure 7.1, Motient hereby
discloses that it has no parent corporation and that no publicly held
corporation owns 10% or more of its stock.
REQUEST FOR JURY TRIAL
----------------------
96. Motient requests a trial by jury on the issues in this case.
PRAYER
------
WHEREFORE, Motient respectfully requests that the Court enter judgment
(i) declaring that (a) Defendants have violated and continue to violate Sections
13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder, and
(b) Dondero has violated and continues to violate 14(a) of the Exchange Act and
Rules 14a-3, 14a-6, and 14a-9 promulgated thereunder; (ii) ordering Defendants
to immediately make disclosures to correct the false and misleading statements
in the 13D Amendments; (iii) preliminarily and permanently enjoining Defendants
(and their agents and employees and all other persons under their supervision or
control or otherwise acting in concert with them) from (a) issuing further
statements concerning, inter alia, (1) Motient's Board of Directors and
management, and (2) the Roll-Up Transaction, prior to making the accurate and
complete amendments and disclosures required by Sections 13(d) of the Exchange
Act and Rules 13d-1 and 13d-2 promulgated thereunder and/or 14(a) of the
Exchange Act and Rules 14a-3, 14a-6, and 14a-9 promulgated thereunder, and the
Court finds that such amendments and disclosures are true and complete in all
materials respects; and (b) soliciting consents or proxies from the Company's
shareholders until a reasonable period of time after Defendants have filed the
accurate and complete amendments and disclosures required by Sections
29
13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder
and/or 14(a) of the Exchange Act and Rules 14a-3, 14a-6, and 14a-9 promulgated
thereunder, and the Court finds that such amendments and disclosures are true
and complete in all materials respects; (iv) preliminarily and permanently
enjoining Defendants from acquiring additional shares or selling shares of
Motient stock until a reasonable period of time after they have filed the
accurate and complete amendments and disclosures required by Sections 13(d) of
the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and/or 14(a)
of the Exchange Act and Rules 14a-3, 14a-6, and 14a-9 promulgated thereunder,
and the Court finds that such amendments and disclosures are true and complete
in all materials respects; (v) declaring that Defendants are not entitled to the
reimbursement by Motient of expenses that Defendants incur in connection with
this contest for corporate control; (vi) awarding Motient actual and
compensatory damages in connection with this action in an amount to be
determined at trial; (vii) awarding Motient its attorney's fees, costs, and
expenses incurred in connection with this action; (viii) awarding Motient
pre-judgment and post-judgment interest; and (ix) awarding Motient all other
relief that the Court deems appropriate.
30
Dated: November 14, 2005.
Respectfully submitted,
/s/ T. Ray Guy
------------------------------------
T. Ray Guy
State Bar No. 08648500
Robert R. Summerhays
State Bar No. 00791759
Nicole S. Gambrell
State Bar No. 24012670
Paige Holden Montgomery
State Bar No. 24037131
WEIL, GOTSHAL & MANGES LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201-7830
Telephone: (214) 746-7700
Facsimile: (214) 746-7777
ATTORNEYS FOR PLAINTIFF
MOTIENT CORPORATION
OF COUNSEL:
Richard W. Slack
Ashley R. Altschuler
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
31