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NAME AND TITLE: David B. Meltzer, senior vice president and general counsel AGE: 42 COMPANY: Founded in 1964, Intelsat was the world’s first commercial satellite operator. Similar in legal status to the United Nations and the World Bank, Intelsat was a public international organization for more than 30 years. The organization leased capacity on its satellites to more than 140 countries, facilitating the transmission of voice, data and video worldwide. Faced with increased competition in the 1980s from fiber-optic cables and private satellite companies, the treaty-based organization realized it needed to restructure to remain competitive. This resulted in the highly unusual conversion of Intelsat to a private company called Intelsat Global Service Corp. in July 2001. As a condition of privatization, Congress has said the company must go public by the end of 2002. General Counsel David B. Meltzer is playing a leading role in this effort. PRIVATIZATION: The privatization process took approximately two years, from 1999 to 2001. “My role involved three separate phases,” Meltzer said. In 1999, while he was senior director of corporate restructuring, he had to convince the shareholders and member governments that privatization was in their best interest. “This involved not just lawyers, but also finance, sales, technical and external affairs personnel, who formed an interdisciplinary team that worked with outside consultants, investment bankers, lawyers and marketing consultants to develop arguments presented in a series of meetings throughout the world,” he said. Although Intelsat serviced more than 200 countries and territories, Meltzer said it was often more effective to meet with government officials and shareholders in small groups, rather than individually. The team traveled to approximately 40 countries and spent up to 35 percent of its time on the road. At the end of 1999, Meltzer became the general counsel, so he had to assume new responsibilities and stop doing some of his privatization work. About 70 percent of his time was spent laying out the master business plan to present at the end of 2000. This involved developing a governance structure, distribution relationships and contracts. He had to answer the staff’s concerns, and ensure that non-U.S. citizens who were here on a special visa would have the legal right to remain after privatization. Meltzer said his prime responsibility during the first half of 2001, before privatization on July 18, was tying up loose ends. The new private company, Intelsat Global Service Corp., is based in Washington, D.C., and held by Intelsat Ltd., which is Bermuda-based. This is a huge change. “As an international public organization, we had privileges and immunities,” he said. “We complied with the spirit — but not the letter — of labor laws, because we weren’t subject to them. It was a monumental task to flip the switch and overnight create a company that needed to be fully compliant with all applicable laws, rules and guidelines.” GOING PUBLIC: When Congress decided in 2000 that Intelsat’s privatization was in the national interest, it passed the Orbit Act, which requires Intelsat to conduct an initial public offering by the end of 2002. Meltzer, who is overseeing the process, said conducting the IPO makes “good business sense, too, because it will give the company access to a form of currency other than cash. In mergers and acquisitions, cash is one form of currency, and stock is another. And stock in a public company is worth more than stock in a private company.” Meltzer and his legal team have already filed a registration statement with the Securities and Exchange Commission. “This is a once-in-a-lifetime opportunity,” Meltzer said. “It’s an immense undertaking requiring the selection of a law firm and investment bankers, participation in due diligence, meeting with insurers, briefing the board of directors and pulling everything together to make sure the registration statement is fully accurate in all material respects.” LITIGATION: In December 1999, a Prism Corp. employee assigned to work at Intelsat’s offices attended Intelsat’s holiday party, then drove while intoxicated, killing a university student named Seth Wadley. Wadley’s parents sued Intelsat for vicarious liability. The case was dismissed on summary judgment by the U.S. District Court for the District of Columbia in May 2002, on grounds that the drunk driver was not acting in the scope of his employment because the holiday party had not furthered Intelsat’s business interests. Meltzer is not sure if the Wadleys will appeal. DEPARTMENT: Five groups report to Meltzer. The largest, the legal department, includes the deputy general counsel and seven other attorneys. Others are the import and export compliance unit, the corporate secretary’s office, the regulatory affairs department and the telecommunications policy group. OUTSIDE COUNSEL: New York-based Sullivan & Cromwell is handling the upcoming IPO and most of the general corporate work. Compliance with telecommunications regulations is handled by Washington, D.C.’s Wiley, Rein & Fielding in the United States and New York’s Coudert Brothers elsewhere in the world. Hogan & Hartson, based in Washington, D.C., handles Intelsat’s transactional work, such as the planned acquisition of Comsat from Lockheed Martin Corp. ROUTE TO THE TOP: From the beginning, Meltzer has had an interest in world affairs. “As a kid, my parents put a large, full-size map of the world in my bedroom,” he said. “My interest in geography and social studies was maintained through high school.” At the University of Pennsylvania, where he graduated cum laude in 1982, he studied international relations. After his first year at George Washington University Law School, Meltzer obtained a summer internship in the World Bank’s legal department. At the end of the summer, he accepted a full-time research assistant position at the World Bank and continued his legal studies in the evening as a part-time student. Upon graduating in 1986, Meltzer joined the Washington, D.C., office of now-defunct Mudge Rose Guthrie Alexander & Ferdon, which was based in New York. There, he concentrated in international trade and legislative affairs. In December 1987, he moved to the D.C. office of now-defunct Louisville, Ky.-based Barnett & Alagia, where he practiced in the areas of government contracts, export compliance and general corporate law. He joined Intelsat in February 1989. Meltzer said he prefers working in-house because his “preference is to help prevent problems and to be proactive, rather than reactive.” From 1989 to 1997, he worked as a “line” attorney, advising other departments within the company. In 1997, he left the legal department for his first management position as head of the procurement group, where he oversaw the acquisition of goods and services. The position allowed him to develop business skills and gave him a client’s “perspective on why business people love and hate lawyers.” When the privatization effort began in early 1999, he became the senior director for corporate restructuring. In late 1999, he rejoined the legal department as acting general counsel. He was named general counsel in 2000 and was named to the additional post of senior vice president in 2001. FAMILY: Meltzer is married to Dori Garmeiser, an attorney. They have a Wheaton terrier named Riley and two children: Ben, 13, and Danny, 11. LAST BOOK READ: “The Pillars of the Earth,” by Ken Follett.

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