UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
DISH
NETWORK CORPORATION
(Name of
Issuer)
CLASS A
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of
Class of Securities)
278762109
(CUSIP
Number)
R.
Stanton Dodge
Executive
Vice President, General Counsel and Secretary
DISH
Network Corporation
9601
S. Meridian Blvd.
Englewood,
Colorado 80112
(303)
723-1000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
30, 2009
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
CUSIP No.
278762109
|
1.
|
NAME
OF REPORTING PERSON
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Charles
W. Ergen
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A
GROUP:
3. SEC
Use Only
OO
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨
|
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Number
Of Shares Beneficially Owned By Each Reporting Person
With
|
7. SOLE
VOTING POWER
141,996,601
VOTING SHARES (1)
1,080,000
SIXTY DAY SHARES (2)
|
|
8. SHARED
VOTING POWER
75,001,508 OTHER SHARES
(3)
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9. SOLE
DISPOSITIVE POWER
141,996,601
VOTING SHARES (1)
1,080,000
SIXTY DAY SHARES (2)
|
|
10. SHARED
DISPOSITIVE POWER
75,001,508 OTHER SHARES
(3)
|
|
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING
PERSON
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218,078,109
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12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
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14.
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TYPE
OF REPORTING PERSON
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(1)
“Voting Shares” include all shares of Class A Common Stock (“Class A Common
Stock”) and Class B Common Stock (“Class B Common Stock”) of DISH Network
Corporation (“DISH Network”) of which Mr. Ergen is the sole beneficial
owner. The shares of Class B Common Stock are convertible into shares
of Class A Common Stock on a one-for-one basis at any time. The
Voting Shares represent: (i) 538,652 shares of Class A Common Stock
owned beneficially directly by Mr. Ergen; (ii) 18,833 shares of Class A Common
Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k)
Employee Savings Plan; (iii) 27,175 shares of Class A Common Stock owned
beneficially by Mr. Ergen as custodian for his minor children; and (iv)
141,411,941 shares of Class B Common Stock owned beneficially directly by Mr.
Ergen.
(2)
“Sixty Day Shares” are shares of Class A Common Stock deemed to be owned
beneficially under Rule 13d- 3(d)(1) because Mr. Ergen has the right to acquire
beneficial ownership of such shares within 60 days of the date hereof.
Upon acquisition by Mr. Ergen, these shares will become Voting
Shares.
(3)
“Other Shares” represent: (i) 235 shares of Class A Common Stock owned
beneficially by Mr. Ergen’s spouse Cantey Ergen; (ii) 1,273 shares of Class A
Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s
401(k) Employee Savings Plan; and (iii) 75,000,000 shares of Class B Common
Stock owned beneficially by Mrs. Ergen solely by virtue of her position as
trustee (with sole voting and dispositive power, except as set forth in Item 6
of this Schedule 13D, as amended) of the Ergen Two-Year 2009 DISH
GRAT.
(4) Based
on 208,643,850 shares of Class A Common Stock outstanding on November
30, 2009 and assuming conversion of the shares of Class B Common Stock held
by Mr. Ergen into Class A Common Stock. Because such Class B Common
Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of all shares of outstanding Class B Common Stock into
Class A Common Stock, the percentage of the Class A Common Stock that
Mr. Ergen may be deemed to own beneficially would be approximately 48.7%.
Because each share of Class B Common Stock is entitled to 10 votes
per share, Mr. Ergen owns beneficially equity securities of the Company
representing approximately 83.5% of the voting power of the Company (assuming no
conversion of the Class B Common Stock).
CUSIP No.
278762109
|
1.
|
NAME
OF REPORTING PERSON
|
Cantey M.
Ergen
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
3. SEC
Use Only
OO
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Number
Of Shares Beneficially Owned By Each Reporting Person
With
|
7. SOLE
VOTING POWER
75,001,508
VOTING SHARES (1)
|
|
8. SHARED
VOTING POWER
141,996,601 OTHER SHARES
(2)
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9. SOLE
DISPOSITIVE POWER
75,001,508
VOTING SHARES (1)
|
|
10. SHARED
DISPOSITIVE POWER
141,996,601
OTHER SHARES (2)
|
|
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING
PERSON
|
216,998,109
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
14.
|
TYPE
OF REPORTING PERSON
|
(1)
“Voting Shares” include all shares of Class A Common Stock and Class B Common
Stock of DISH Network of which Mrs. Ergen is the sole beneficial
owner. The shares of Class B Common Stock are convertible into shares
of Class A Common Stock on a one-for-one basis at any time. The
Voting Shares represent: (i) 235 shares of Class A Common Stock owned
beneficially by Mr. Ergen’s spouse Cantey Ergen; (ii) 1,273 shares of Class A
Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s
401(k) Employee Savings Plan; and (iii) 75,000,000 shares of Class B Common
Stock owned beneficially by Mrs. Ergen solely by virtue of her position as
trustee (with sole voting and dispositive power, except as set forth in Item 6
of this Schedule 13D, as amended) of the Ergen Two-Year 2009 DISH
GRAT.
(2)
“Other Shares” represent: (i) 538,652 shares of Class A Common Stock owned
beneficially directly by Mr. Ergen; (ii) 18,833 shares of Class A Common Stock
owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k)
Employee Savings Plan; (iii) 27,175 shares of Class A Common Stock owned
beneficially by Mr. Ergen as custodian for his minor children; and (iv)
141,411,941 shares of Class B Common Stock owned beneficially directly by Mr.
Ergen.
(3) Based
on 208,643,850 shares of Class A Common Stock outstanding on November
30, 2009 and assuming conversion of the shares of Class B Common Stock held
by Mrs. Ergen into Class A Common Stock. Because such Class B Common
Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of all shares of outstanding Class B Common Stock into
Class A Common Stock, the percentage of the Class A Common Stock that
Mrs. Ergen may be deemed to own beneficially would be approximately 48.5%.
Because each share of Class B Common Stock is entitled to 10 votes
per share, Mrs. Ergen owns beneficially equity securities of the Company
representing approximately 83.5% of the voting power of the Company (assuming no
conversion of the Class B Common Stock).
CUSIP No.
278762109
|
1.
|
NAME
OF REPORTING PERSON
|
Ergen
Two-Year 2009 DISH GRAT
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
3. SEC
Use Only
OO
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Number
Of Shares Beneficially Owned By Each Reporting Person
With
|
7. SOLE
VOTING POWER
75,000,000
VOTING SHARES (1)
|
|
8. SHARED
VOTING POWER
0
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9. SOLE
DISPOSITIVE POWER
75,000,000
VOTING SHARES (1)
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10. SHARED
DISPOSITIVE POWER
0
|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING
PERSON
|
75,000,000
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
14.
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TYPE
OF REPORTING PERSON
|
(1) All
of the shares beneficially held by the Ergen Two-Year 2009 DISH GRAT are shares
of Class B Common Stock. The shares of Class B Common Stock are convertible into
shares of Class A Common Stock on a one-for-one basis at any time.
(2) Based
on 208,643,850 shares of Class A Common Stock outstanding on November
30, 2009 and assuming conversion of the shares of Class B Common Stock held
by the Ergen Two-Year 2009 DISH GRAT into Class A Common Stock. Because
such Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of outstanding
Class B Common Stock into Class A Common Stock, the percentage of the
Class A Common Stock that the Ergen Two-Year 2009 DISH GRAT may be deemed
to own beneficially would be approximately 16.8%. Because each share of
Class B Common Stock is entitled to 10 votes per share, the Ergen Two-Year
2009 DISH GRAT owns beneficially equity securities of the Company representing
approximately 28.9% of the voting power of the Company (assuming no conversion
of the Class B Common Stock).
ITEM
2. Identity and
Background.
Item 2
is amended and restated as follows:
This
statement is being filed jointly by: (a) Charles W. Ergen; (b) Cantey
M. Ergen; and (c) Ergen Two-Year 2009 DISH GRAT (“2009 GRAT”), who are together
referred to as the “Reporting Persons.” This Schedule 13D relates solely
to, and is being filed for, shares held by Mr. and Mrs. Ergen, and shares
transferred by Mr. Ergen to the 2009 GRAT.
Mr. Ergen’s
principal occupation is Chairman of the Board of Directors, President and Chief
Executive Officer of DISH Network and Chairman of EchoStar Corporation, and his
principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112.
Mr. Ergen has not, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Ergen is a citizen
of the United States.
Mrs. Ergen
is a member of the Board of Directors of DISH Network and her principal address
is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mrs. Ergen has not,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws. Mrs. Ergen is a citizen of the United
States.
The 2009
GRAT was formed under the laws of the State of Colorado and its principal
business is to hold a portion of the assets and estate of Mr. Charles W.
Ergen, the Chairman, President and Chief Executive Officer of DISH Network. Its
address is c/o Mrs. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood,
Colorado 80112. The 2009 GRAT has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or state securities
laws or finding any violation with respect to such laws. As trustee of the 2009
GRAT, Mrs. Ergen is vested with sole voting and investment power over the
75,000,000 shares of Class B Common Stock held by the 2009 GRAT, except as set
forth in Item 6 below.
ITEM
4. Purpose
of Transaction.
Item 4 is
hereby amended and supplemented as follows:
Mr. Ergen
gifted 75,000,000 shares of Class B Common Stock to the Ergen Two-Year 2009 DISH
GRAT (the “2009 GRAT”) on November 30, 2009. Mr. Ergen established
the 2009 GRAT for estate planning purposes. Under the trust agreement
establishing the 2009 GRAT, Mr. Ergen’s spouse, Cantey Ergen, will serve as
trustee of the 2009 GRAT and will hold sole voting and investment power over the
75,000,000 shares of Class B Common Stock held by the 2009 GRAT, except as set
forth in Item 6 below. Mr. Ergen receives an annuity amount from the
2009 GRAT under the trust agreement governing the 2009 GRAT. Members
of Mr. and Mrs. Ergen’s family are the beneficiaries of the 2009
GRAT. The 2009 GRAT will expire two years from the date of transfer
of the shares of Class B Common Stock to the 2009 GRAT.
ITEM
5. Interest
in Securities of the Issuer.
Item 5 is
amended and restated as follows:
(a) This
filing is for the cumulative share holdings of an affiliated group as of the
close of business on December 1, 2009. See Items 11 and 13 of the
cover pages to this Amendment No. 9 for the aggregate number of shares
of Class A Common Stock and percentage of Class A Common Stock beneficially
owned by each of the Reporting Persons. The Reporting Persons’
beneficial ownership of shares of Class A Common Stock excludes:
(A) 2,135,923 shares of Class A Common Stock issuable upon conversion
of shares of Class B Common Stock currently held by GRAT #4, (B) 15,642,193
shares of Class A Common Stock issuable upon conversion of shares of
Class B Common Stock currently held by the 2008 GRAT; and (C) 4,245,151
shares of Class A Common Stock issuable upon conversion of shares of Class B
Common Stock held by certain trusts established by Mr. Ergen for the benefit of
his family.
(b) See
Items 7 through 10 of the cover pages to this Amendment No. 9 for the number of
shares of Class A Common Stock beneficially owned by each of the Reporting
Persons as to which there is sole power to vote or to direct the vote, shared
power to vote or to direct the vote and sole or shared power to dispose or to
direct the disposition.
(c) The
Reporting Persons have not effected any transactions in the Class A Common
Stock of DISH Network in the last sixty days other than as described herein and
Mr. Ergen’s exercise of an option to purchase 90,000 shares of DISH
Network’s Class A Common Stock on November 17, 2009 as reported on a Form 4
filed by Mr. Ergen on November 19, 2009.
(d)
Not applicable.
(e) Not applicable.
ITEM
6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
Item 6 is
amended and restated as follows:
The trust
agreement for the 2009 GRAT contains an irrevocable provision that provides that
the trustee will not dispose of any shares of DISH Network held by the 2009
GRAT unless a Change of Control Event occurs. If a Change of
Control Event occurs, the trustee of the 2009 GRAT will have sole
discretion with respect to the disposition of any shares of DISH Network held by
the 2009 GRAT.
A “Change
of Control Event” will occur if (i) as the result of a transaction or a series
of transactions any person other than Charles W. Ergen (or a Related Party)
individually owns more than fifty percent (50%) of the total Equity Interests of
either (A) DISH Network or (B) the surviving entity in any such
transaction(s) or a controlling affiliate of such surviving entity in such
transaction(s); and (ii) a majority of the members of the Board of Directors of
DISH Network are no longer Continuing Directors; and (iii) as the result of
a transaction or a series of transactions any person other than Charles W. Ergen
(or a Related Party) individually owns more than fifty percent (50%) of the
total voting power of either (A) DISH Network or (B) the surviving entity
in any such transaction(s) or a controlling affiliate of such surviving entity
in such transaction(s); and (iv) Charles W. Ergen sells Equity Interests of
DISH Network such that he owns beneficially less than 50% of the total Equity
Interests that he owned beneficially immediately following the grant of shares
to the 2009 GRAT.
For
purposes of the definition of “Change of Control Event”:
“Continuing
Director” means, as of any date of determination, any member of the Board of
Directors of DISH Network who: (a) was a member of such Board of Directors
on November 30, 2009; or (b) was nominated for election or elected to such Board
of Directors either (x) with the affirmative vote of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election or (y) by Charles W. Ergen and his Related
Parties.
“Equity
Interest” means any capital stock of DISH Network and all warrants, options
or other rights to acquire capital stock of DISH Network (but excluding any debt
security that is convertible into, or exchangeable for, capital stock of
DISH Network).
“Related
Party” means, (a) Charles W. Ergen’s spouse and each of his immediate family
members; (b) each trust, corporation, partnership or other entity of
which Charles W. Ergen beneficially holds an eighty percent (80%) or
more controlling interest or that was created for estate planning purposes
including without limitation the grantor retained annuity trusts dated November
9, 2005, September 5, 2008 and November 30, 2009; and (c) the personal
representatives, administrators, executor, guardians, or any person(s) or
entit(ies) to which Charles W. Ergen’s shares of DISH Network are transferred as
a result of a transfer by will or the applicable laws of descent and
distribution.
ITEM 7. Material to be Filed as
Exhibits
Exhibit A:
Agreement of Joint Filing
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
CHARLES W.
ERGEN
Dated:
December 2,
2009 /s/
Charles W. Ergen
Charles W.
Ergen
CANTEY M.
ERGEN
Dated:
December 2, 2009 /s/
Cantey M. Ergen
Cantey
M. Ergen
2009 GRAT
Dated:
December 2,
2009 /s/
Cantey M. Ergen
Cantey M. Ergen,
Trustee
Attention: Intentional
misstatements or omissions of fact
constitutes
Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT
INDEX
Exhibit A:
Agreement of Joint Filing
EXHIBIT
A
Agreement
of Joint Filing
Pursuant
to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement on
Schedule 13D/A to which this Exhibit is attached is filed on behalf of each
of them in the capacities set forth below.
CHARLES W. ERGEN
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Dated:
December 2, 2009
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/s/
Charles W. Ergen
Charles
W. Ergen
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Dated:
December 2, 2009
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CANTEY
M. ERGEN
/s/
Cantey M. Ergen
Cantey
M. Ergen
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Dated:
December 2, 2009
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2009
GRAT
/s/
Cantey M. Ergen
Cantey
M. Ergen, Trustee
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