-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rMGaCtFYrLieh9zbd3yn8ZJxeyMQyBEmgSFur5aS5yYoEJk6ARv+tm7kVyatEFIN NvbGnGJrJQ6TxVeveI9fNg== 0000950123-94-001151.txt : 19940712 0000950123-94-001151.hdr.sgml : 19940712 ACCESSION NUMBER: 0000950123-94-001151 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL CORP /NY/ CENTRAL INDEX KEY: 0000060357 STANDARD INDUSTRIAL CLASSIFICATION: 3812 IRS NUMBER: 131718360 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14282 FILM NUMBER: 94538442 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2122982000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER STREET 2: WORLD FINANCIAL CENTER ATTN GEN COUNSEL CITY: NEW YORK STATE: NY ZIP: 10283 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) LORAL CORPORATION (Name of Issuer) Common Stock par value $.25 per share (Title of Class of Securities) 543859102 (CUSIP Number) Secretary Lehman Brothers Inc. 2 World Trade Center, 15th Floor New York, New York 10048 (212)528-5772 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) June 16, 1994 (Date of Event which Required Filing of This Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 2 SCHEDULE 13D CUSIP NO. 543859102 1. Name of Reporting Person - S.S. or I.R.S. No. of Above Person Lehman Brothers Merchant Banking Portfolio Partnership L.P. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) / / (b) / / 3. SEC Use Only 4. Source of Funds (see instructions) OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E / / 6. Citizenship or Place of Organization Delaware 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 76,219 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 0 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 76,219 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 76,219 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) / /
-2- 3 13. Percent of Class Represented by Amount in Row (11) .091% 14. Type of Reporting Person (see instructions) PN
-3- 4 SCHEDULE 13D CUSIP NO. 543859102 1. Name of Reporting Person - S.S. or I.R.S. No. of Above Person Lehman Brothers Capital Partners II, L.P. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) / / (b) / / 3. SEC Use Only 4. Source of Funds (see instructions) OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / 6. Citizenship or Place of Organization Delaware 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 51,782 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 0 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 51,782 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 51,782 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) / /
-4- 5 13. Percent of Class Represented by Amount in Row (11) .062% 14. Type of Reporting Person (see instructions) PN
-5- 6 SCHEDULE 13D CUSIP NO. 543859102 1. Name of Reporting Person S.S. or I.R.S. No. of Above Person Lehman Brothers Offshore Investment Partnership - Japan, L.P. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) / / (b) / / 3. SEC Use Only 4. Source of Funds (see instructions) OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / 6. Citizenship or Place of Organization Bermuda 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 7,962 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 0 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 7,962 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,962 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) / /
-6- 7 13. Percent of Class Represented by Amount in Row (11) .009% 14. Type of Reporting Person (see instructions) PN
-7- 8 SCHEDULE 13D CUSIP NO. 543859102 1. Name of Reporting Person S.S. or I.R.S. No. of Above Person Lehman Brothers Offshore Investment Partnership L.P. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) / / (b) / / 3. SEC Use Only 4. Source of Funds (see instructions) OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / 6. Citizenship or Place of Organization Bermuda 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 20,942 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 0 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 20,942 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,942 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) / /
-8- 9 13. Percent of Class Represented by Amount in Row (11) .025% 14. Type of Reporting Person (see instructions) PN
-9- 10 Item 1. Security and Issuer. The class of equity securities to which this Amended Schedule 13D relates is the Common Stock, par value $.25 per share (the "Common Stock"), of Loral Corporation ("Company"), a New York corporation. The address of the principal executive offices of the Company is 600 Third Avenue, New York, New York 10016. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term as in the initial filing. Item 2. Identity and Background. This statement is filed on behalf of the following entities (the "Reporting Persons"): Lehman Brothers Merchant Banking Portfolio Partnership L.P. ("US Partnership"), a Delaware limited partnership World Financial Center 200 Vesey Street New York, N.Y. Lehman Brothers Capital Partners II, L.P. ("Employee Partnership"), a Delaware limited partnership World Financial Center 200 Vesey Street New York, N.Y. Lehman Brothers Offshore Investment Partnership L.P. ("Foreign Partnership"), a Bermuda exempt partnership Clarendon House Hamilton HM, Bermuda Lehman Brothers Offshore Partnership -- Japan L.P. ("Japan Partnership"), a Bermuda exempt partnership Clarendon House Hamilton HM, Bermuda The principal business of each of the Partnerships is the investment of its capital. The Reporting Persons have consented to the filing of this joint statement pursuant to a Joint Filing Agreement, a copy of which is attached hereto as an exhibit. The following are control persons (the "Control Persons") of the Reporting Persons: Lehman Brothers Merchant Banking Partners, Inc. ("Partners"), a Delaware corporation World Financial Center 200 Vesey Street New York, N.Y. Partners is the general partner of the US Partnership and is a wholly-owned subsidiary of Group. Lehman Brothers II Investment Inc. ("Investment"), a Delaware corporation World Financial Center 200 Vesey Street New York, N.Y. Investment is the general partner of the Employee Partnership and is a wholly-owned subsidiary of Group. -10- 11 Lehman Brothers Offshore Partners Ltd. ("Offshore"), a Bermuda corporation Clarendon House Hamilton HM, Bermuda Offshore is the general partner of the Foreign Partnership and the Japan Partnership. It is a wholly-owned subsidiary of Group. Lehman Brothers Holdings Inc. ("Holdings"), a Delaware corporation World Financial Center 200 Vesey Street New York, N.Y. Holdings through its domestic and foreign subsidiaries is a full-line securities firm. It is the immediate parent of Group. American Express Company ("AMEX") previously held all of the outstanding shares of Holdings and was a control person. On May 31, 1994, AMEX distributed all shares of common stock of Holdings it held on such date as a common stock dividend to its shareholders. Therefore, AMEX is no longer a control person of Holdings. Lehman Brothers Group Inc. ("Group") was merged into Holdings on May 2, 1994. Therefore, Group is no longer a Control Person. The names, residence or business addresses, citizenships and present principal occupations or employment of the executive officers and directors of the Reporting Persons and the Control Persons are set forth in Appendix A hereto. None of the Reporting Persons, or, to the best knowledge of the Reporting Persons, none of the Control Persons and none of any of the persons listed in Appendix A hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Not Applicable. Item 4. Purpose of the Transaction On June 23, 1994 Lehman Brothers Merchant Banking Portfolio Partnership L.P. sold 1,457,281 shares of the Company's Common Stock, Lehman Brothers Offshore Investment Partnership-Japan L.P. sold 152,224 shares of the Company's Common Stock, Lehman Brothers Offshore Investment Partnership L.P. sold 400,421 shares of the Company's Common Stock and Lehman Brothers Capital Partners II, L.P. sold 990,074 shares of the Company's Common Stock to Loral Master Pension Trust at $36 per share in a private transaction. -11- 12 Item 5. Interest in Securities of the Issuer (See amended Appendix B) (a) Except as described above, there were no purchases and sales of Common Stock effected during the past 60 days by the Reporting Persons or, to their knowledge, any person listed in Appendix A hereto. (b) The Reporting Persons ceased to be a beneficial owner (for Section 13(d) purposes) of more than 5% of the Common Stock on June 16, 1994. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The sales were effected pursuant to the Stock Purchase Agreement, dated as of June 16, 1994, among Lehman Brothers Merchant Banking Portfolio Partnership L.P., Lehman Brothers Capital Partners II, L.P., Lehman Brothers Offshore Investment Partnership-Japan L.P., Lehman Brothers Offshore Investment Partnership L.P., Loral Master Pension Trust and Loral Corporation in the form of Exhibit I hereto. Item 7. Material to be Filed as Exhibits. Exhibit I-Form of Purchase Agreement among Lehman Brothers Merchant Banking Portfolio Partnership L.P., Lehman Brothers Capital Partners II, L.P., Lehman Brothers Offshore Investment Partnership-Japan L.P., Lehman Brothers Offshore Investment Partnership L.P., Loral Master Pension Trust and Loral Corporation. -12- 13 SIGNATURES After reasonable 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. Dated: June 16, 1994 LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P. By: Lehman Brothers Merchant Banking Partners Inc., General Partner By: /S/ KAREN C. MANSON ----------------------------- Name: Karen C. Manson Title: Assistant Secretary LEHMAN BROTHERS CAPITAL PARTNERS II, L.P. By: Lehman Brothers II Investment Inc., General Partner By: /S/ KAREN C. MANSON ---------------------------- Name: Karen C. Manson Title: Assistant Secretary LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP JAPAN L.P. By: /S/ KAREN C. MANSON ---------------------------- Name: Karen C. Manson Title: Authorized Representative LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P. By: /S/ KAREN C. MANSON ----------------------------- Name: Karen C. Manson Title: Authorized Representative -13- 14 APPENDIX A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF LEHMAN BROTHERS MERCHANT BANKING PARTNERS INC. ---------------------------------------------- (General Partner to Lehman Brothers Merchant Banking Portfolio Partnership L.P.) The name, business address and principal occupation of each of the directors and executive officers of Lehman Brothers Merchant Banking Partners Inc. are set forth below. If no business address is given, the director's or executive officer's business address is 3 World Financial Center, New York, New York 10285, and unless otherwise indicated, each occupation set forth below an individual's name refers to Lehman Brothers Merchant Banking Partners Inc. All directors and officers listed below are citizens of the United_States. Directors - --------- Eliot Fried Allan S. Kaplan Alan H. Washkowitz Executive Officers - ------------------ Eliot Fried Vice President Karen C. Manson Secretary -14- 15 DIRECTORS AND EXECUTIVE OFFICERS OF LEHMAN BROTHERS II INVESTMENT INC. ---------------------------------- (General Partner to Lehman Brothers Capital Partners II, L.P.) The name, business address and principal occupation of each of the directors and executive officers of Lehman Brothers II Investment Inc. are set forth below. If no business address is given, the director's or executive officer's business address is 3 World Financial Center, New York, New York 10285, and unless otherwise indicated, each occupation set forth below an individual's name refers to Lehman Brothers II Investment Inc. All directors and officers listed below are citizens of the United States. Directors - --------- Eliot Fried Allan S. Kaplan James A. Stern Executive Officers - ------------------ Eliot Fried Vice President Allan S. Kaplan Vice President Karen C. Manson Assistant Secretary -15- 16 DIRECTORS AND EXECUTIVE OFFICERS OF LEHMAN BROTHERS OFFSHORE PARTNERS LTD. -------------------------------------- (General Partner to Lehman Brothers Offshore Investment Partnership-Japan L.P. and Lehman Brothers Offshore Investment Partnership L.P.) The name, business address and principal occupation of each of the directors and executive officers of Lehman Brothers Offshore Partners Ltd. are set forth below. If no business address is given, the director's or executive officer's business address is Clarendon House, Hamilton HM CX, Bermuda, unless otherwise indicated, each occupation set forth below an individual's name refers to Lehman Brothers Offshore Partners Ltd. Mssrs. Smith and Trollope are citizens of the United Kingdom, Mr. Del Balzo is a citizen of Italy, Mr. Hall is a citizen of Canada and Mr. Shimazu is a citizen of Japan. Directors - --------- Luovico Del Balzo Kiyonobu Shimazu David Smith Nicholas Trollope Executive Officers - ------------------ Nicholas Trollope President Ludovico Del Balzo Vice President Kiyonobu Shimazu Vice President C. Grant Hall Secretary -16- 17 DIRECTORS AND EXECUTIVE OFFICERS OF LEHMAN BROTHERS HOLDINGS INC. ----------------------------- Directors: - ---------- Roger S. Berlind USA Berlind Productions 10 East 53rd Street 30th Floor New York, New York 10028 Private Investor John J. Byrne USA Fund America Enterprises The 1820 House Main Street Norwich, VT 05055-0850 Chairman of Fund America Enterprises Richard S. Fuld, Jr. USA Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Chairman and Chief Executive Officer of Lehman Brothers Inc. Katsumi Funaki Japan Nippon Life Insurance Company 2-2, Yuraka-cho 1 Chome Chiyoda-ku 100 Tokyo Japan Senior General Manager for International Business of the Finance and Investment Business Office of the Nippon Life Insurance Company John D. Macomber USA JDM Investment Group 2806 N. Street, N.W. Washington D.C. 20007 Chairman of JDM Investment Group Dina Merrill USA Theo Teryazos NY Office-RKO Pavilion 551 Madison Avenue New York, New York 10285 Actress and Private Investor -17- 18 T. Christopher Pettit USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 President and Chief Operating Officer of Lehman Brothers Masataka Shimasaki Japan Nippon Life Insurance Company 1251 Avenue of the Americas 52nd Floor New York, New York 10020 General Manager for the Americas, Nippon Life Insurance Company Malcolm Wilson USA Kent, Hazzard, Jaeger, Greer, Wilson & Fay 50 Main Street White Plains, New York 10606-1920 Counsel to Kent, Hazzard, Jaeger, Greer, Wilson & Fay Executive Officers who are not Directors: - ----------------------------------------- T. Anthony Brooks USA Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. Jeremiah M. Callaghan USA Lehman Brothers Inc. 3 World Financial Center 8th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. James A. Carbone USA Lehman Brothers Inc. 3 World Financial Center 9th Floor New York, New York 10285 Chairman and Chief Executive Lehman Brothers Asia -18- 19 John L. Cecil USA Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Chief Administrative Officer of Holdings Ronald Gallatin USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Senior Executive Vice President of Holdings Robert E. Genirs USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. Joseph M. Gregory USA Lehman Brothers Inc. 3 World Financial Center 9th Floor New York, New York 10285 Vice President of Holdings Bruce R. Lakefield USA Lehman Brothers Inc. 3 World Financial Center 7th Floor New York, New York 10285 Managing Director and Director of the Multiple Trading Ventures Division of Lehman Brothers Inc. Stephen M. Lessing USA Lehman Brothers Inc. 3 World Financial Center 9th Floor New York, New York 10285 Managing Director and Global Fixed Income Sales Manager of Lehman Brothers Inc. David Marcus USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Senior Executive Vice President and Secretary of Holdings -19- 20 Robert Matza USA Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Chief Financial Officer of Holdings Michael Milversted USA Lehman Brothers Inc. 388 Greenwich Street 8th Floor New York, New York 10013 Treasurer of Holdings Thomas A. Russo USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. Mel A. Shaftel USA Lehman Brothers Inc. 3 World Financial Center 18th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. Thomas H. Tucker USA Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. C. Daniel Tyree USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Chairman and Chief Executive Lehman Brothers Europe Paul D. Williams USA Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Managing Director of Lehman Brothers Inc. -20- 21 Amended APPENDIX B Beneficial Ownership* of Shares of Common Stock, par value $.25 per share, of Loral Corporation
Percentage of Name Amount Common Stock - ------------------------------------------------------------------------------ Lehman Brothers Merchant Banking Portfolio Partnership L.P. 76,219 (D) 0.091% Lehman Brothers Capital Partners II, L.P. 51,782 (D) 0.062% Lehman Brothers Offshore Investment Partnership - Japan L.P. 7,962 (D) 0.009% Lehman Brothers Offshore Investment Partnership L.P. 20,942 (D) 0.025% Lehman Brothers Merchant Banking Partners Inc. 76,219 (I) 0.091% Lehman Brothers II Investment Inc. 51,782 (I) 0.062% Lehman Brothers Offshore Partners Ltd. 28,904 (I) 0.034% Lehman Brothers Holdings Inc. 163,930 (I)** 0.197%
* Discretion is sole vote and sole investment power except as noted ** The discretion on this amount is as follows: -sole voting on 157,050 -sole investment on 156,905 -shared voting on 0 -shared investment on 7,025 (D) - refers to direct beneficial ownership (I) - refers to indirect beneficial ownership -21- 22 EXHIBIT INDEX EX. 99.1 - Exhibit I-Form of Purchase Agreement among Lehman Brothers Merchant Banking Portfolio Partnership L.P., Lehman Brothers Capital Partners II, L.P., Lehman Brothers Offshore Investment Parthership-Japan L.P., Lehman Brothers Offshore Investment Parthership L.P., Loral Master Pension Trust and Loral Corporation. EX-99.I 2 FORM OF PURCHASE AGREEMENT 1 Exhibit I STOCK PURCHASE AGREEMENT AGREEMENT dated as of June 16, 1994 among Lehman Brothers Merchant Banking Portfolio Partnership L.P., a Delaware limited partnership, Lehman Brothers Capital Partners II, L.P., a Delaware limited partnership, Lehman Brothers Offshore Investment Partnership-Japan L.P., a Bermuda limited partnership, Lehman Brothers Offshore Investment Partnership L.P., a Bermuda limited partnership (collectively, the "Sellers"), Loral Master Pension Trust (the "Buyer") and Loral Corporation, a New York corporation (the "Company"). The parties hereto agree as follows: Section 1. Purchase and Sale. Upon the terms of this Agreement, each Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Sellers at the Closing (as defined below) the number of shares (the "Shares") of common stock, par value $.25 per share, of the Company set forth opposite such Seller's name on the signature pages hereof for the purchase price set forth thereon. Section 2. Closing. The closing (the "Closing") of the purchase and sale of the Shares hereunder shall take place on June 23, 1994, at the offices of Loral Corporation, 600 Third Avenue, New York, NY 10016 or at such other time or place as the Buyer and the Sellers may agree. At the Closing: (i) The Buyer shall deliver to each Seller the purchase price payable to such Seller in immediately available funds by wire transfer to an account of such Seller with a bank designated by such Seller, by notice to the Buyer, not later than two business days prior to the date of the Closing; and (ii) The Sellers shall deliver to the Buyer certificates for the Shares duly endorsed or accompanied by stock powers duly endorsed in blank. Section 3. Representations of the Sellers. Each Seller represents and warrants to the Buyer that such Seller is the record and beneficial owner of the Shares set forth opposite such Seller's name on the signature pages hereof, free and clear of any lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of Shares), except as provided in the Standstill Agreement, dated as of August 14, 1992 among the Company and the Sellers (the "Standstill Agreement") and will transfer and deliver to the Buyer at the Closing valid title to the Shares free and clear of any lien and any such limitation or restriction except as provided herein. Section 4. Representations of the Buyer. The Buyer represents and warrants to the Sellers that: (i) The Buyer is purchasing the Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof; (ii) The Buyer is an "Accredited Investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended; and -22- 2 (iii) The Buyer acknowledges that the Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. Section 5. Representations of the Buyer and the Company. Each of the Buyer and the Company represents and warrants to the Sellers that: (i) Neither party is aware of any fact, circumstance, event or condition which would cause any report, statement, schedule or registration statement filed with the Securities and Exchange Commission ("SEC") since January 1, 1994 to have contained any untrue statement of a material fact or to have omitted to state any material fact necessary to have made the statements contained therein, in light of the circumstances in which they were made and as of the time they were made, not misleading; and (ii) The Buyer is not purchasing the Shares based on any material information that is required to be disclosed in any reports, statements, schedules or registration statements filed with the SEC that has not been disclosed in such documents. Section 6. Consent. The Company hereby approves, in accordance with Section 2.06(a)(ii) of the Standstill Agreement, the sale of the Shares by the Sellers to the Buyer pursuant to this Agreement. Section 7. Dividends. The parties acknowledge that the dividends paid by the Company to the holders of the Shares on June 15, 1994 are payable to the Sellers. Section 8. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state. Section 9. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. -23- 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
Number of Purchase Shares Price 1,457,281 $52,462,116 LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P. By Lehman Brothers Merchant Banking Inc., as general partner By ------------------------- Name: Title: 152,224 $5,480,064 LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP - JAPAN L.P. By Lehman Brothers Offshore Partners Ltd., as general partner By ------------------------- Name: Title: 400,421 $14,415,156 LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P. By Lehman Brothers Offshore Partners Ltd., as general partner By ------------------------- Name: Title: 990,074 $35,642,664 LEHMAN BROTHERS CAPITAL PARTNERS II, L.P. By Lehman Brothers II Investment Inc., as general partner By ------------------------- Name: Title:
-24- 4 LORAL MASTER PENSION TRUST By ------------------------- Name: Title: LORAL CORPORATION By ------------------------- Name: Title:
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