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PROSPECTUS SUPPLEMENT #5 FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED JUNE 30, 2000) REGISTRATION NO. 333-31894
ECHOSTAR COMMUNICATIONS CORPORATION
$1,000,000,000
4 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2007
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This prospectus supplement relates to the offer and sale from time to
time by certain selling securityholders of our 4 7/8% Convertible Subordinated
Notes due 2007 and the shares of our class A common stock into which the
convertible notes are convertible.
This prospectus supplement should be read in conjunction with the
prospectus dated June 30, 2000, and supplement no. 1 to the prospectus dated
July 14, 2000, supplement no. 2 to the prospectus dated August 8, 2000,
supplement no. 3 to the prospectus dated October 27, 2000, and supplement no. 4
to the prospectus dated March 23, 2001, each of which is to be delivered with
this prospectus supplement. The definitions for any capitalized terms used in
this prospectus supplement are included in the prospectus.
SELLING SECURITYHOLDERS
The information in the table included under the heading "Selling
Securityholders" in the prospectus is superceded in part by the information
appearing in the following table:
PRINCIPAL AMOUNT OF SHARES OF CLASS A SHARES OF CLASS A
CONVERTIBLE NOTES COMMON STOCK OWNED COMMON STOCK OFFERED
BENEFICIALLY OWNED PRIOR TO THE HEREBY (1)
NAME AND OFFERED HEREBY OFFERING
James Campbell Corporation $ 449,000 9,881
The Estate of James Campbell $ 593,000 13,050
Goldman Sachs and Company $ 4,425,000 97,381
UBS Warburg LLC $ 1,975,000 43,464
Other current and future holders of $(220,724,000) (4,857,482)
convertible notes (2)
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(1) Assumes a conversion price of $45.44 per share and the payment
of cash in lieu of fractional shares.
(2) Information concerning other selling securityholders,
including current holders of convertible notes for which we
have not received current information regarding their holdings
of convertible notes and class A common stock, or information
reflecting transfers of their convertible notes and class A
common stock to other selling securityholders, will be
included in supplements to this prospectus, if required. For
purposes of this table, we have assumed that such holders do
not beneficially own any other shares of class A common stock,
other than the shares issuable upon conversion of the
convertible notes.
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SEE "RISK FACTORS" BEGINNING ON PAGE OF THE PROSPECTUS FOR CERTAIN RISKS YOU
SHOULD CONSIDER BEFORE YOU PURCHASE ANY CONVERTIBLE NOTES OR SHARES OF CLASS A
COMMON STOCK.
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Neither the SEC nor any state securities commission has approved or determined
whether the prospectus or this prospectus supplement is truthful or complete.
Nor have they made, nor will they make, any determination as to whether anyone
should buy these securities. Any representation to the contrary is a criminal
offense.
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The date of this prospectus supplement is May 9, 2001
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