-----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, GEu1ArUxllRsF2kjtpgPRwUdCpdxiS8Uep1KtszNlQ3hrXwNWbRr2E+NT5RmShIz DxIv6QMphwMsJfr1tqaiJA== 0000950123-01-003288.txt : 20010411 0000950123-01-003288.hdr.sgml : 20010411 ACCESSION NUMBER: 0000950123-01-003288 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] 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: 1599780 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 & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] 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 y46904a4scto-ia.txt AMENDMENT NO. 4 TO SCHEDULE TO 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. 4) 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. 4 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, Amendment No. 2 thereto filed on March 22, 2001, and Amendment No. 3 thereto filed on April 3, 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 be subject to the terms and conditions described in the Offer to Exchange dated February 22, 2001, as amended by Supplement No. 1 thereto dated March 22, 2001, Supplement No. 2 thereto dated April 3, 2001, and Supplement No. 3 thereto dated April 10, 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. 3 to the Offer to Exchange, a copy of which is filed as exhibit (a)(1)(A)(iii) 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 Exchange, dated March 22, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(A)(ii) Supplement No. 2 to Offer to Exchange, dated April 3, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(A)(iii) Supplement No. 3 to Offer to Exchange, dated April 10, 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 & Communications Ltd., dated February 22, 2001. (previously filed) Exhibit (a)(1)(G) Text of Press Release issued by Loral Space & Communications Ltd., dated March 22, 2001. (previously filed) Exhibit (a)(1)(H) Text of Press Release issued by Loral Space & Communications Ltd., dated April 3, 2001. (previously filed) Exhibit (a)(1)(I) Text of Press Release issued by Loral Space & Communications Ltd., dated April 10, 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: April 10, 2001 2 EX-99.A.1.A.III 2 y46904a4ex99-a_1aiii.txt SUPPLEMENT NO. 3 TO OFFER TO EXCHANGE 1 [LORAL SPACE LOGO] SUPPLEMENT NO. 3 DATED APRIL 10, 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 ------------------------------ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 16, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). We hereby amend our Offer to Exchange dated February 22, 2001, as supplemented on March 22, 2001, and April 3, 2001, and the 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 Exchange. 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 purpose of this supplement is to clarify certain language on the front cover page of the Offer to Exchange regarding the payment of dividends, to waive a condition to the Exchange Offer as described under the caption "THE EXCHANGE OFFER -- Conditions," and to extend the Expiration Date of the Exchange Offer. The Exchange Offer is hereby amended as follows: AMENDMENT OF THE FRONT COVER PAGE OF THE OFFER TO EXCHANGE. The fifth paragraph on the front cover page of the Offer to Exchange is hereby amended and restated in its entirety as follows: If you tender shares of Preferred Stock, you will not receive any dividends with respect to such shares, including dividends accumulated to date. Nonetheless, holders of record of shares of Preferred Stock as of 5:00 p.m., New York City time, on Friday, April 13, 2001, will be entitled to the dividends, if any, to the extent paid by the Company in respect of the May 1, 2001, dividend payment date even if the shares in question are tendered in the Exchange Offer. If you do not tender your shares of Preferred Stock, there can be no assurance that you will receive any dividends in the future. WAIVER OF CONDITION. The condition to the Exchange Offer set forth in the Offer to Exchange under the caption "THE EXCHANGE OFFER -- Conditions," which requires that at least 50% of the outstanding shares of Series C Preferred Stock must be validly tendered and not withdrawn before the Expiration Date (the "Minimum Tender Condition") is hereby waived by the Company. As of 5:00 p.m., New York City time, on April 9, 2001, approximately 3,463,818 shares of Series C Preferred Stock had been tendered for exchange representing approximately 25.7% of all of the issued and outstanding shares of Series C Preferred Stock. EXTENSION OF EXPIRATION DATE. In accordance with the terms of the Offer to Exchange, due to the waiver of the Minimum Tender Condition, the Expiration Date for the Exchange Offer is extended to April 16, 2001, at 5:00 p.m., New York City time, unless further extended. 2 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 tender 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 contact their local broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. EX-99.A.1.I 3 y46904a4ex99-a_1i.txt TEXT OF PRESS RELEASE 1 [LORAL LOGO] Exhibit (a)(1)(I) 600 Third Avenue New York, NY 10016 NEWS FOR IMMEDIATE RELEASE Contact: Tony Doumlele (212) 338-5214 LORAL WAIVES CONDITION AND EXTENDS EXPIRATION DATE OF OFFERS TO EXCHANGE PREFERRED STOCK EXPIRATION DATE EXTENDED TO COMPLY WITH DISCLOSURE REQUIREMENTS NEW YORK -- April 10, 2001 - Loral Space & Communications (NYSE: LOR) today announced the waiver of the condition that 50% of the outstanding shares be tendered under each of 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. The waiver of this condition requires the company to extend the expiration date of the offers to comply with disclosure requirements. The exchange offers, which were scheduled to expire at 5:00 p.m., New York City time, on Monday, April 9, 2001, have been extended until 5:00 p.m., New York City time, on Monday, April 16, 2001. As of April 9, 2001, 3,463,818 and 1,859,111 shares of the Series C and the Series D Preferred Stock, respectively, had been tendered, representing approximately 25% of the issues. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----