-----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, UAsa8VSnpaGEs4z628h3STfoQCyIcU2y2w0hZX7Ej95jlGfdv1FY/WMNewhkJaFY b08gWXlTfK8Dr/CDSWEfjw== 0001209191-08-067360.txt : 20081224 0001209191-08-067360.hdr.sgml : 20081224 20081224170037 ACCESSION NUMBER: 0001209191-08-067360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081223 FILED AS OF DATE: 20081224 DATE AS OF CHANGE: 20081224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR ADVISORS LLC CENTRAL INDEX KEY: 0001284082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270753 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP ET AL STREET 2: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS INC. CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 870748324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD DATE OF NAME CHANGE: 19960124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners IIA LP CENTRAL INDEX KEY: 0001301390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270752 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270755 BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2122620005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270748 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors II LLC CENTRAL INDEX KEY: 0001301392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270751 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Capital Partners Master Account LP CENTRAL INDEX KEY: 0001354805 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270754 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners III LP CENTRAL INDEX KEY: 0001391121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270750 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors III LLC CENTRAL INDEX KEY: 0001391563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 081270749 BUSINESS ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 c77965_4x1.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-12-23 0001006269 LORAL SPACE & COMMUNICATIONS INC. LORL 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301390 MHR Institutional Partners IIA LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391121 MHR Institutional Partners III LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391563 MHR Institutional Advisors III LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 15000 D Common Stock 1105642 I See Footnote Common Stock 147863 I See Footnote Common Stock 958336 I See Footnote Common Stock 2414383 I See Footnote Common Stock 2120249 I See Footnote Common Stock 305004 I See Footnote Common Stock 205097 I See Footnote Common Stock 722444 I See Footnote Non-Voting Common Stock 2008-12-23 4 J 0 1089120 A 1089120 I See Footnote Non-Voting Common Stock 2008-12-23 4 J 0 125922 A 125922 I See Footnote Non-Voting Common Stock 2008-12-23 4 J 0 540200 A 540200 I See Footnote Non-Voting Common Stock 2008-12-23 4 J 0 1360934 A 1360934 I See Footnote Non-Voting Common Stock 2008-12-23 4 J 0 6389497 A 6389497 I See Footnote Series A-1 Preferred Stock 30.1504 2008-12-23 4 J 0 16577 D Common Stock 165770 0 I See Footnote Series A-1 Preferred Stock 30.1504 2008-12-23 4 J 0 1918 D Common Stock 19180 0 I See Footnote Series A-1 Preferred Stock 30.1504 2008-12-23 4 J 0 8223 D Common Stock 82230 0 I See Footnote Series A-1 Preferred Stock 30.1504 2008-12-23 4 J 0 20714 D Common Stock 207140 0 I See Footnote Series A-1 Preferred Stock 30.1504 2008-12-23 4 J 0 97246 D Common Stock 972460 0 I See Footnote Series B-1 Preferred Stock 30.1504 2008-12-23 4 J 0 112113 D Common Stock 1121130 0 I See Footnote Series B-1 Preferred Stock 30.1504 2008-12-23 4 J 0 12956 D Common Stock 129560 0 I See Footnote Series B-1 Preferred Stock 30.1504 2008-12-23 4 J 0 55606 D Common Stock 556060 0 I See Footnote Series B-1 Preferred Stock 30.1504 2008-12-23 4 J 0 140095 D Common Stock 1400950 0 I See Footnote Series B-1 Preferred Stock 30.1504 2008-12-23 4 J 0 657749 D Common Stock 6577490 0 I See Footnote These shares are restricted stock. Fifty percent of such shares have vested, 2,500 of such shares will vest on May 20, 2009, 2,500 of such shares will vest on May 22, 2009 and 2,500 of such shares will vest on May 20, 2010. These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Master Account. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Master Account. These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Capital Partners (100). These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners II. These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. These shares are held for the account of MHR Institutional Partners LP, a Delaware limited partnership ("Institutional Partners"). MHR Institutional Advisors LLC, a Delaware limited liability company ("Institutional Advisors ") is the general partner of Institutional Partners. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners. Fund Management has an investment management agreement with Institutional Partners pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners. These shares are held for the account of MHRM LP, a Delaware limited partnership ("MHRM"). Institutional Advisors is the general partner of MHRM. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of MHRM. Fund Management has an investment management agreement with MHRM pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of MHRM and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of MHRM. These shares are held for the account of MHRA LP, a Delaware limited partnership ("MHRA"). Institutional Advisors is the general partner of MHRA. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of MHRA. Fund Management has an investment management agreement with MHRA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of MHRA and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of MHRA. These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III") is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners III. These shares of Non-Voting Common Stock were issued on December 23, 2008 pursuant to an order of the Court of Chancery of the State of Delaware in the In re: Loral Space & Communications Inc. Consolidated Litigation (the "Court Order") in lieu of all the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock previously held and acquired on February 27, 2007 and such shares issued subsequently in respect thereof. These shares of Non-Voting Common Stock were not purchased or otherwise acquired for purposes of Section 16(b) under the Exchange Act of 1934, as amended (the "Exchange Act") and no investment decision was made with respect thereto. These shares of Series A-1 Preferred Stock were cancelled on December 23, 2008 pursuant to the Court Order. Such shares were not sold or otherwise disposed of for purposes of Section 16(b) under the Exchange Act and no investment decision was made with respect thereto. Prior to the cancellation of the shares of Series A-1 Preferred Stock as described in footnote 11, such shares were convertible at any time. None. These shares of Series B-1 Preferred Stock were cancelled on December 23, 2008 pursuant to the Court Order. Such shares were not sold or otherwise disposed of for purposes of Section 16(b) under the Exchange Act and no investment decision was made with respect thereto. Prior to the cancellation of the shares of Series B-1 Preferred Stock as described in footnote 14, such shares were convertible into shares of common stock, par value $.01 per share, of the Issuer (the "Common Stock") only upon the Majority Ownership Date, as defined and described further in the Schedule 13D/A filed with the Securities and Exchange Commission by the Reporting Persons on February 28, 2007. Prior to the Majority Ownership Date, the Series B-1 Preferred Stock was only convertible into shares of Class B-1 Non-Voting Common Stock, par value $0.01, of the Issuer (the "Class B-1 Non-Voting Stock"), provided that the Issuer had filed an amendment to its Certificate of Incorporation authorizing the issuance of the Class B-1 Non-Voting Stock (the "Class B Non-Voting Stock Authorization"). Prior to the Class B Non-Voting Stock Authorization, the shares of Series B-1 Preferred Stock were not convertible into any other securities of the Issuer. /s/ Hal Goldstein, Attorney in Fact 2008-12-24 EX-99 2 c77965_99x1.htm ADDITIONAL EXHIBITS Exhibit 99

MHR CAPITAL PARTNERS MASTER ACCOUNT LP
By: MHR Advisors LLC, its General Partner
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Vice President
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

MHR ADVISORS LLC
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Vice President
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

MHR INSTITUTIONAL PARTNERS IIA LP
By: MHR Institutional Advisors II LLC, its General Partner
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Vice President
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

MHR INSTITUTIONAL ADVISORS II LLC
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Vice President
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

MHR INSTITUTIONAL PARTNERS III LP
By: MHR Institutional Advisors III LLC, its General Partner
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Vice President
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

MHR INSTITUTIONAL ADVISORS III LLC
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Vice President
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

MHR FUND MANAGEMENT LLC
By: /s/ Hal Goldstein                                            
Name: Hal Goldstein
Title: Managing Principal
Address: 40 West 57th Street, 24th Floor
                 New York, NY 10019

2

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