-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TcYfJFZz2sganxpitG4udNL9EluEkwWvhpd78gpkb1iVAOyylIqBGjYz3aIMeiww ZP+OKDukztDKmnqtmlNyqg== 0000950123-01-002553.txt : 20010326 0000950123-01-002553.hdr.sgml : 20010326 ACCESSION NUMBER: 0000950123-01-002553 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-50103 FILM NUMBER: 1576858 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 SC TO-I/A 1 y46904a2scto-ia.txt AMENDMENT NO. 2 TO SC TO-I 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (RULE 14d-100) ------------------------ TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) LORAL SPACE & COMMUNICATIONS LTD. (NAME OF SUBJECT COMPANY) LORAL SPACE & COMMUNICATIONS LTD. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS(ES) OF SECURITIES) G56462107 (CUSIP NUMBER OF CLASS(ES) OF SECURITIES) AVI KATZ LORAL SPACE & COMMUNICATIONS LTD. C/O LORAL SPACECOM CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016 (212) 697-1105 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPIES TO: BRUCE R. KRAUS WILLKIE FARR & GALLAGHER 787 SEVENTH AVENUE NEW YORK, NEW YORK 10019 (212) 728-8000 ------------------------ CALCULATION OF FILING FEE
- ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION: AMOUNT OF FILING FEE: - ---------------------------------------------------------------------------------------------------------------- $238,797,443(1) $47,760 - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
(1) Estimated for the purposes of calculating the amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, based upon (a) 13,497,863 shares of 6% Series C Convertible Redeemable Preferred Stock outstanding as of December 31, 2000, (b) the original exchange ratio of 4.1 shares of Common Stock, par value $.01 each, of Loral Space and Communications Ltd. for each share of 6% Series C Convertible Redeemable Preferred Stock pursuant to the Exchange Offer, and (c) the market value per share of Common Stock, as established by the average of the high and low prices reported as of February 21, 2001, on the New York Stock Exchange. The Transaction Valuation, calculated based on the new exchange ratio of 5.5 shares of Common Stock and the average of the high and low prices of the Common Stock reported as of March 21, 2001, would be $211,579,002. Therefore, no additional filing fee is required. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $47,760 FILING PARTY: LORAL SPACE & COMMUNICATIONS FORM OR REGISTRATION NO.: SCHEDULE TO LTD. DATE FILED: FEBRUARY 22, 2001
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 22, 2001, as amended by Amendment No. 1 thereto filed on March 16, 2001 (the "Schedule TO"), relating to our exchange offer (the "Exchange Offer") for all of the shares of our outstanding 6% Series C Convertible Redeemable Preferred Stock due 2006 ("Preferred Stock") for shares of the Company's Common Stock, par value $.01 per share ("Common Stock"). The Exchange Offer shall subject to the terms and conditions described in the Offer to Exchange dated February 22, 2001, as amended by Supplement No. 1 there to dated March 22, 2001, and the related Letter of Transmittal. ITEM 4: TERMS OF THE TRANSACTION The Offer to Exchange is amended as set forth in Supplement No. 1 to the Offer to Exchange, a copy of which is filed as exhibit (a)(1)(A)(i) under item 12. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented as follows: Exhibit (a)(1)(A) Offer to Exchange, dated February 22, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(A)(i) Supplement No. 1 to Offer to the Exchange, dated March 22, 2001, relating to the Exchange Offer. (filed herewith) Exhibit (a)(1)(B) Form of Letter of Transmittal, dated February 22, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery. (previously filed) Exhibit (a)(1)(D) Form of Letter to Brokers. (previously filed) Exhibit (a)(1)(E) Form of Letter to Clients. (previously filed) Exhibit (a)(1)(F) Text of Press Release issued by Loral Space & Communication Ltd., dated February 22, 2001. (previously filed) Exhibit (a)(1)(G) Text of Press Release issued by Loral Space & Communication Ltd., dated March 22, 2001. (filed herewith) Exhibit (h)(1) Opinion of Willkie Farr & Gallagher as to the material United States federal income tax consequences of the Exchange Offer. (previously filed) 1 3 SIGNATURE After due 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. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ AVI KATZ ------------------------------------ Name: Avi Katz Title: Vice President, General Counsel and Secretary Dated: March 22, 2001 2 EX-99.A.1.A.I 2 y46904a2ex99-a_1ai.txt SUPPLEMENT NO. 1 TO OFFER TO EXCHANGE 1 [LORAL SPACE & COMMUNICATIONS LOGO] SUPPLEMENT NO. 1 DATED MARCH 22, 2001 TO OFFER TO EXCHANGE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE FOR OUTSTANDING SHARES OF 6% SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK DUE 2006 (MANDATORILY EXCHANGEABLE INTO CONVERTIBLE PREFERRED STOCK) ------------------------------ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 5, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). We hereby amend our Offer to Exchange dated February 22, 2001, and together with the accompanying Letter of Transmittal, pursuant to which we have offered to exchange (the "Exchange Offer") shares of our Common Stock, par value $0.01 per share ("Common Stock") for each outstanding share of 6% Series C Convertible Redeemable Preferred Stock due 2006 ("Preferred Stock"), validly tendered. Capitalized terms are used herein with the meanings given in the Offer to Purchase. WE ARE NOT AND OUR BOARD OF DIRECTORS IS NOT MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OF PREFERRED STOCK. YOU MUST MAKE THE DECISION WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. The Exchange Offer is hereby amended as follows: INCREASE IN AMOUNT OF SHARES OF COMMON STOCK OFFERED FOR EACH SHARE OF PREFERRED STOCK TENDERED. The consideration for each share of Preferred Stock tendered pursuant to the Offer to Exchange shall be increased to an amount equal to 5.5 shares of Common Stock. EXTENSION OF EXPIRATION DATE. The expiration date for the Exchange Offer is extended to Thursday, April 5, 2001 at 5:00 p.m., New York City time, unless further extended. Conditions. In addition to the conditions to the Exchange Offer set forth in the Offer to Exchange under the caption "THE EXCHANGE OFFER -- Conditions", the Exchange Offer is now further conditioned upon not less than 50% of the outstanding shares of Preferred Stock being validly tendered for exchange and not withdrawn prior to the Expiration Date. Accordingly, the section of the Offer to Exchange entitled "THE EXCHANGE OFFER -- Conditions" is hereby amended and restated in its entirety to read as follows: "CONDITIONS Notwithstanding any other provision of this Offer to Exchange or the Letter of Transmittal, we will not be required to accept for exchange shares of Preferred Stock tendered pursuant to the Exchange Offer and may terminate, extend or amend the Exchange Offer if: (a) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in our reasonable judgment, might materially impair our ability to proceed with the Exchange Offer or materially impair the contemplated benefits of the Exchange Offer to us, or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; 2 (b) any change or any development involving a prospective change in our business or our financial affairs or in that of any of our subsidiaries has occurred which, in our reasonable judgment, makes it impracticable or inadvisable to proceed with the Exchange Offer or impair the contemplated benefits of the Exchange Offer to us; (c) any law, statute, rule or regulation is proposed, adopted or enacted, which, in our reasonable judgment, might materially impair our ability to proceed with the Exchange Offer or materially impair the contemplated benefits of the Exchange Offer to us; (d) any governmental approval has not been obtained, which approval we, in our reasonable discretion, shall deem necessary for the consummation of the Exchange Offer as contemplated hereby; or (e) 50% of the outstanding shares of the Preferred Stock are not validly tendered and not withdrawn before the Expiration Date. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of the respective right and each of these rights shall be deemed an ongoing right which may be asserted at any time and from time to time. If we determine in our reasonable discretion that any of the conditions are not satisfied, we may (1) refuse to accept shares of Preferred Stock and return all tendered shares to the tendering holders, (2) extend the Exchange Offer and retain all shares of Preferred Stock tendered prior to the Expiration of the Exchange Offer, subject, however, to the rights of holders to withdraw their tendered shares (see "-- Withdrawal of Tenders") or (3) waive the unsatisfied conditions with respect to the Exchange Offer and accept all properly tendered shares of Preferred Stock which have not been withdrawn. If such waiver constitutes a material change to the Exchange Offer, we will promptly disclose this waiver by means of an Offer to Exchange supplement that will be distributed to the record holders of Preferred Stock. We will also extend the Exchange Offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the record holders, if the Exchange Offer would otherwise expire during such five to ten business day period." 2 3 The Exchange Agent for the Exchange Offer is: THE BANK OF NEW YORK By Mail: By Facsimile Transmission: by Hand or Overnight Courier: Tender & Exchange Department (For eligible Institutions Tender & Exchange Department P.O. 11248 only) 101 Barclay Street Church Street Station (212) 815-6213 Receive & Deliver Window New York, NY 10286-1248 New York, NY 10286 For Confirmation Telephone: (212) 815-6156
THE INFORMATION AGENT: MACKENZIE PARTNERS, INC. 156 Fifth Avenue New York, NY 10010 Inside the U.S. call toll-free (800) 322-2885 or Outside the U.S. call (212) 929-5500 (collect) Additional copies of the Offer to Exchange, this Supplement, the Letter of Transmittal or other Exchange Offer materials may be obtained from the Information Agent or the Exchange Agent and will be furnished at the Company's expense. Questions and requests for assistance may be directed to the Information Agent as set forth above. Holders may also at the telephone numbers or address set forth below. A Holder may also contact the Dealer Manager at its telephone numbers set forth below or such Holder's broker, dealer. commercial bank, trust company or other nominee for assistance concerning the Offer. 3 EX-99.A.1.G 3 y46904a2ex99-a_1g.txt PRESS RELEASE 1 Exhibit 99.A.1.G - -- Loral Extends and Increases Exchange Offer For Shares of 6% Series C and 6% Series D Convertible Redeemable Preferred Stock NEW YORK - (BUSINESS WIRE) - March 22, 2001--Loral Space & Communications (NYSE:LOR) today announced increases in its exchange offers for shares of the company's 6% Series C Convertible Redeemable Preferred Stock due 2006 and for its 6% Series D Convertible Redeemable Preferred Stock due 2007. Under the terms of the voluntary exchange program, each Series C share may now be exchanged for 5.5 shares of Loral Common Stock. As of December 31, 2000, there were 13,497,863 outstanding shares of the Series C Preferred Stock. Each Series D share may now be exchanged for 5.7 shares of Loral Common Stock. As of December 31, 2000, there were 8,000,000 outstanding shares of the Series D Preferred Stock. Each offer is extended to all outstanding shares of the related preferred stock, and is conditioned upon a minimum tender of 50% of that issue's outstanding shares. These offers have been extended until 5 p.m., New York City time, April 5, 2001, unless extended again. As of March 21, 2001, 341,630 and 144,450 shares of the Series C and the Series D Preferred Stock, respectively, had been tendered. Documents describing the exchange offers in greater detail have been previously mailed to holders of Series C and Series D Preferred Stock. In addition, the company's Form 10-K for the fiscal year ended December 31, 2000 will be filed no later than April 2, 2001. This 10-K will be available on the SEC's EDGAR electronic filing system. Series C and D shareholders who wish to participate in the exchange offers should contact the company's information agent, MacKenzie Partners, Inc., at 212-929-5500 or 1-800-322-2885. The Bank of New York, the exchange agent for the offers, will effect exchanges. CONTACT: Loral Space & Communications Tony Doumlele, 212/338-5214 -----END PRIVACY-ENHANCED MESSAGE-----