UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 1. Name and Address of Reporting Person Everest Capital Limited The Bank of Butterfield Building 65 Front Street 6th Floor Hamilton HM JX, Bermuda 2. Date of Event Requiring Statement (Month/Day/Year) June 16, 1998 3. IRS Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol CD Radio Inc. CDRD 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other (specify below) 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ( ) Form filed by One Reporting Person (X) Form filed by More than One Reporting Person Table I -- Non-Derivative Securities Beneficially Owned 1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect Securities Form: Beneficial Ownership Beneficially Direct(D) or Owned Indirect(I) NO COMMON STOCK OWNED AT PRESENT TIME Table II -- Derivative Securities Beneficially Owned 1.Title of 2.Date Exer- 3.Title and Amount 4. Conver- 5. Ownership 6. Nature of Derivative cisable and of Securities sion or Form of Indirect Security Expiration Underlying Exercise Derivative Beneficial Date Derivative Security Price of Security: Ownership (Month/Day/ --------------- Deri- Direct(D) or Year) Title Amount or vative Indirect (I) --------------- Number of Security Date Expira- Shares Exer- tion cisable Date Series C 6/15/97 Common 3,216,922 $18.00*+ (I) Convertible Stock Preferred Warrants 6/15/98 6/15/05 Common 1,740,000 $50.00+ (I) Stock
* Subject to adjustment in accordance with the Offer to Exchange the 5% Delayed Convertible Preferred Stock for the 10 1/2% Series C Convertible Preferred Stock of CD Radio, Inc. dated October 16, 1997. No subsequent filings will be made to reflect adjustments in the conversion price. + The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Explanation of Responses: SIGNATURE OF REPORTING PERSON Everest Capital Limited 2 By: /s/ Malcolm Stott ___________________________ Malcolm Stott, Chief Financial Officer DATE: June 22, 1998 3 CONFIRMING STATEMENT This Statement confirms that the undersigned, Everest Capital Master Fund, L.P., has authorized and designated Everest Capital Limited to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Ponder Industries Inc. The authority of Everest Capital Limited under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Ponder Industries Inc. unless earlier revoked in writing. The undersigned acknowledges that Everest Capital Limited is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 22, 1998 Everest Capital Master Fund, L.P. By: Everest Capital Limited, General Partner /s/ Malcolm Stott By: Malcolm Stott Title: Chief Financial Officer 4 Joint Filer Information Name: Everest Capital Master Fund, L.P. Address: c/o Everest Capital Limited The Bank of Butterfield Building 65 Front Street 6th Floor Hamilton HM JX, Bermuda Designated Filer: Everest Capital Limited Issuer & Ticker Symbol: CD Radio Inc. (CDRD) Date of Event Requiring Statement: June 16, 1998 Signature: Everest Capital Master Fund, L.P. By: Everest Capital Limited, General Partner /s/ Malcolm Stott By: Malcolm Stott Title: Chief Financial Officer 5 00119001.DM7