PROSPECTUS SUPPLEMENT #2 FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED JANUARY 25, 2002) REGISTRATION NO. 333-68618
ECHOSTAR COMMUNICATIONS CORPORATION
$1,000,000,000
5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2008
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This prospectus supplement relates to the offer and sale from time to
time by certain selling securityholders of our 5 3/4% Convertible Subordinated
Notes due 2008 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 January 25, 2002, and supplement no. 1 to the prospectus dated
March 7, 2002, 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Securityholders" in the prospectus is superceded in part by the information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 CONVERTIBLE SHARES OF CLASS A
NOTES BENEFICIALLY COMMON STOCK SHARES OF CLASS A
OWNED AND OFFERED OWNED PRIOR TO COMMON STOCK
NAME HEREBY THE OFFERING OFFERED HEREBY (1)
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Banc of America Securities LLC $2,000,000 46,200
Jefferies and Company Inc. $4,000,000 92,400
One Wall Street Partners L.P. $14,000 323
PSAM Alegro Partners $87,000 2,010
PSAM GPS Fund Ltd. $76,000 1,756
PSAM GPS Minneapolis TMA LLC $26,000 601
PSAM GPS Texas LLC $18,000 416
PSAM Panorama Fund Ltd. $447,000 10,326
PSAM Worldarb Fund Ltd. $184,000 4,250
PSAM Worldarb Partners L.P. $135,000 3,119
Sagamore Hill Hub Fund Ltd. $3,500,000 80,850
Spartan Partners L.P. $200,000 4,620
UBS Warburg LLC $62,205,000 1,436,937
West Bay International Company $296,000 6,838
WSCI Limited Partnership L.P. $517,000 11,943
Other current and future holders of $(353,088,360) (8,156,349)
convertible notes (2)
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(1) Assumes a conversion price of $43.29 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.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 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 April 9, 2002