-----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, DoVureu/8DIuzWr8RlozbIkRD+rGZd5Ff/mkty3GSj28BgtEqzIdD3S/3TFiSkb+ TPb9ufY5ye8Rri/Wx9Mzzw== 0000950123-02-009574.txt : 20021009 0000950123-02-009574.hdr.sgml : 20021009 20021009165157 ACCESSION NUMBER: 0000950123-02-009574 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021009 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: 1934 Act SEC FILE NUMBER: 005-50103 FILM NUMBER: 02785334 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 y64503a3sctoviza.txt AMENDMENT #3 TO SCHEDULE TO-I: LORAL SPACE & COMM 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. 3) LORAL SPACE & COMMUNICATIONS LTD. (Name of Subject Company) LORAL SPACE & COMMUNICATIONS LTD. (Name of Person(s) Filing Statement) 6% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK DUE 2006 6% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK DUE 2007 (Title of Class(es) of Securities) #G56462149, #543885404 AND #543885305 #G56462305 AND #543885602 (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: Yaacov M. Gross Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 CALCULATION OF FILING FEE Transaction Valuation: $47,176,121(1) Amount of Filing Fee: $4,340(2) (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) 8,084,174 shares of 6% Series C Convertible Redeemable Preferred Stock outstanding as of July 31, 2002, (b) 3,391,688 shares of 6% Series D Convertible Redeemable Preferred Stock outstanding as of July 31, 2002, (c) the exchange ratio of $1.92 in cash and 6.54 shares of Common Stock, par value $.01 each, of Loral Space & Communications Ltd. for each share of Preferred Stock pursuant to the Exchange Offer, and (d) the market value per share of Common Stock, as established by the average of the high and low prices reported as of Spetember 24, 2002 on the New York Stock Exchange. (2) On August 27, 2002, the registrant paid $4,220 to the Commission for the filing fee related to this transaction. On September 25, 2002, the registrant paid an additional $120 to the Commission for the increase in the filing fee that resulted from an increase in the number of shares of Common Stock issued as consideration for the Series C and Series D Preferred Stock tendered pursuant to the Exchange Offer. [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: $4,340 ------------------------------ Form or Registration No.: Schedule TO ------------------------------ Filing Party: Loral Space & Communications Ltd. ---------------------------------------- Date Filed: September 25, 2002 ---------------------------------------- [ ] 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: [ ] This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 27, 2002, as amended on September 11, 2002 and on September 25, 2002 (the "Schedule TO"), relating to our offer to exchange (the "Exchange Offer") $1.92 in cash and 6.54 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 ("Series C Preferred Stock") and for each outstanding share of our 6% Series D Convertible Redeemable Preferred Stock due 2007 ("Series D Preferred Stock"). The Exchange Offer was subject to the terms and conditions described in the Exchange Offer dated August 27, 2002, as amended by Supplement No. 1 thereto, dated September 25, 2002, and the related Letter of Transmittal. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Exchange Offer. ITEM 4. TERMS OF THE TRANSACTION. ITEM 4 IS HEREBY AMENDED AND SUPPLEMENTED BY ADDING THE FOLLOWING LANGUAGE: The Exchange Offer expired at 11:59 p.m., New York City time, on October 8, 2002. Approximately 4.34 million shares of the Series C Preferred Stock and approximately 2.82 million shares of the Series D Preferred Stock were validly tendered and accepted for exchange. This represents approximately 54% and 83%, respectively, of the shares of the two issues of Preferred Stock which had been outstanding prior to the Exchange Offer. Approximately 46.8 million shares of Common Stock are being issued and $13.7 million in cash is being paid to the holders of Series C and Series D Preferred Stock who tendered into the Exchange Offer. After giving effect to this issuance, there will be approximately 425 million shares of Common Stock outstanding. ITEM 12. EXHIBITS. ITEM 12 TO THE SCHEDULE TO IS AMENDED AND SUPPLEMENTED AS FOLLOWS: Exhibit (a)(1)(A) Exchange Offer, dated August 27, 2002.* Exhibit (a)(1)(A)(i) Supplement No. 1 to Exchange Offer, dated September 25, 2002.* Exhibit (a)(1)(B) Form of Letter of Transmittal dated August 27, 2002, relating to the Exchange Offer.* Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery.* Exhibit (a)(1)(D) Form of Letter to Brokers.* Exhibit (a)(1)(E) Form of Letter to Clients.* Exhibit (a)(1)(F) Text of Press Release issued by Loral Space & Communications Ltd. dated August 27, 2002.* Exhibit (a)(1)(G) Text of Press Release issued by Loral Space & Communications Ltd. dated September 10, 2002.* Exhibit (a)(1)(H) Text of Press Release issued by Loral Space & Communications Ltd. dated September 25, 2002.* Exhibit (a)(1)(I) Text of Press Release issued by Loral Space & Communications Ltd. dated October 9, 2002.
-3- Exhibit (h)(1) Opinion of Willkie Farr & Gallagher as to the material United States federal income tax consequences of the Exchange Offer.*
- ---------- * Previously filed. -4- 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: October 9, 2002 -5- EX-99.A.1.I 3 y64503a3exv99waw1wi.txt PRESS RELEASE LORAL Space & Communications 600 Third Avenue New York, NY 10016 FOR IMMEDIATE RELEASE NEWS Contact: Jeanette Clonan Tony Doumlele (212) 697-1105 LORAL COMPLETES PREFERRED EXCHANGE OFFER Retires 7.2 million preferred shares, reducing fixed obligations by an additional $358 million NEW YORK - OCTOBER 9, 2002 - Loral Space & Communications (NYSE: LOR) announced today that approximately 4.34 million shares of its 6% Series C preferred stock and approximately 2.82 million shares of its 6% Series D preferred stock were validly tendered and accepted for exchange, under an offer that expired at 11:59 p.m., New York City time, last night. Loral is exchanging $1.92 in cash and 6.54 shares of Loral common stock for each share of its preferred stock that was accepted under the offer. In total, Loral is paying $13.7 million and issuing 46.8 million common shares, while retiring preferred shares which represent $358 million of mandatory redemption obligations and $21.5 million in annual dividends. The preferred shares exchanged represent approximately 54 percent of the Series C preferred shares and approximately 83 percent of the Series D preferred shares outstanding at the beginning of the offer. After the exchange, approximately 3.7 million Series C and 0.6 million Series D preferred shares will remain outstanding, and there will be approximately 425 million shares of common stock outstanding. Loral has successfully concluded several initiatives, such as this exchange offer, to reduce its leverage and increase its financial flexibility. Since the beginning of 2001, those initiatives have resulted in a reduction of more than $1 billion of the principal amount of its debt and preferred obligations. Preferred shareholders with questions on their participation in the exchange offer should contact the company's information agent, Morrow and Co., Inc., at (800) 607-0088. The Bank of New York is the exchange agent for the offers. Loral Space & Communications is a high technology company that concentrates primarily on satellite manufacturing and satellite-based services. For more information, visit Loral's web site at www.loral.com. # # # 1 This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), provided, however, that forward-looking statements made in connection with the exchange offer for outstanding shares of Series C or Series D preferred stock, referred to above, do not fall within the provisions of Section 27A of the Securities Act or Section 21E of the Exchange Act. In addition, Loral Space & Communications Ltd. or its representatives have made or may make forward-looking statements, orally or in writing, which may be included in, but are not limited to, various filings made by the company with the Securities and Exchange Commission, press releases or oral statements made with the approval of an authorized executive officer of the company. Actual results could differ materially from those projected or suggested in any forward-looking statements as a result of a wide variety of factors and conditions, which have been described in the section of the company's annual report on Form 10-K for the fiscal year ended December 31, 2001, entitled "Certain Factors That May Affect Future Results," and the company's other filings with the Securities and Exchange Commission. The reader is specifically referred to these documents. 2 -----END PRIVACY-ENHANCED MESSAGE-----