-----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, R0z04BDMbWiTnaPrqg1I9+qN11BLkDeEkFxWvYvvkMk5Dh+SUzXMyS+Fl9kxgODn r+XR65HddlGa0HZ+R1ea3w== 0000950123-00-011565.txt : 20001218 0000950123-00-011565.hdr.sgml : 20001218 ACCESSION NUMBER: 0000950123-00-011565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0000933401 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133795510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44197 FILM NUMBER: 790336 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVENUE STREET 2: HAMILTON CITY: BERMUDA HM12 STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE 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 13D/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 13D/A 1 y43621sc13da.txt SCHEDULE 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* Globalstar Telecommunications Limited (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) G3930H104 (CUSIP Number) Avi Katz, Vice President, Secretary and General Counsel, Loral Space & Communications Ltd., c/o Loral SpaceCom Corporation, 600 Third Avenue, New York, New York 10016 (212) 697-1105 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G 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. [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D
- ----------------------------------------------------------------------------------------------------------------------------------- CUSIP NO. G3930H104 PAGE 2 OF 9 PAGES - ----------------------------------------------------------------------------------------------------------------------------------- - ----------- ----------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loral Space & Communications Ltd. - ----------- ----------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------- ----------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------- ----------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- ----------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ----------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - --------------------- --------- --------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 16,352,860 --------- --------------------------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY EACH --------- --------------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 16,352,860 --------- --------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------- ----------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,352,860 - ----------- ----------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ----------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% - ----------- ----------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------- -----------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 9 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Loral Space & Communications Ltd., a Bermuda company ("Loral"), hereby amends and supplements, in this Amendment No. 5 to Schedule 13D (this "Amendment No. 5"), the Statement on Schedule 13D originally filed on October 29, 1996, as amended on May 21, 1997, June 11, 1998, July 31, 1998 and January 26, 1999 (as so amended, the "Schedule 13D"), with respect to shares of Common Stock, $1.00 par value per share (the "Shares"), of Globalstar Telecommunications Limited, a Bermuda company (the "Company), as follows: Capitalized terms used herein but not defined herein have the meanings assigned to them in the Schedule 13D. Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by replacing the first paragraph thereof with the following: This Statement is filed by and on behalf of Loral, a Bermuda company. Loral is engaged in the space and telecommunications business and has its principal executive offices at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. The executive office of Loral SpaceCom Corporation, the subsidiary of Loral that supervises the activities of Loral's subsidiaries in North America, is located at 600 Third Avenue, New York, New York 10016. Schedule I of the Schedule 13D is hereby amended and restated by Schedule I attached to this Amendment No. 5. Item 3. Source and Amount of Funds or Other Considerations Item 3 of the Schedule 13D is hereby amended by adding the following after the fourth paragraph thereof: On December 8, 1999, Loral acquired 103,187 Shares of the common stock of the Company in a private transaction in consideration for providing certain guarantees. On September 29, 2000, Loral purchased 1,120,187 Shares of the common stock of the Company. The aggregate cost of the Shares was $12,000,000.00, which was paid for by Loral using cash-on-hand. On November 15, 2000, Loral acquired 496,817 Shares of the common stock of the Company as a result of dividends, which were paid in Shares, issued by the Company in respect of its 8% Series A Preferred Stock. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: The sole business of the Company is acting as a general partner in Globalstar, L.P. ("Globalstar"), which operates a worldwide, low-earth orbit satellite-based digital - 3 - 4 telecommunications system (the "Globalstar System(TM)"). Loral owns, directly and indirectly, approximately 39% of the outstanding equity of Globalstar and has overall management responsibility for the design, construction, deployment and operation of the Globalstar System. A portion of Loral's interest in Globalstar is held through the Company, and certain of the Company's directors are also members of the Board of Directors or senior management of Loral. See Item 6 for a further description of the relationship between Loral and the Company. Loral may make further purchases of Shares from time to time. The Company has previously announced that it intends to pay dividends on its 8% Series A Preferred Stock in Shares until further notice. Accordingly, Loral expects that it will receive additional Shares from the Company as a result of such dividends. Loral may not sell the Shares unless they are registered under the Securities Act of 1933, as amended (the "Securities Act") or sold pursuant to an exemption from registration, including an exemption under Rule 144 of the Securities Act. On December 8, 1999, Loral acquired 103,187 Shares of the common stock of the Company in a private transaction in consideration for providing certain guarantees. On September 29, 2000, Loral purchased 1,120,187 Shares of the common stock of the Company at a purchase price of $10.7125 per Share. On November 15, 2000, Loral acquired 496,817 Shares of the common stock of the Company as a result of dividends, which were paid in Shares, issued by the Company in respect of its 8% Series A Preferred Stock. The purpose of the acquisition of the Shares by the Executive Officers and Directors is for investment. The Executive Officers and Directors may make further purchases of Shares from time to time and, subject to any applicable restrictions under the Securities Act, may dispose of any or all of the Shares held by them at any time. Except as set forth above and in Item 6 below, neither Loral nor, to the best knowledge of Loral, any of the persons listed in Schedule I, has any plans or proposals that relate to or would result in any of the consequences set forth in Sections (a) through (j) of Item 4 of Schedule 13D. Each of Loral and each of the persons listed on Schedule I may, at any time, review or reconsider its or his position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Company Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows: (a)-(b) Except as set forth in Item 6: (i) Loral Beneficially Owns 16,352,860 Shares by virtue of having sole voting and dispositive power with respect to the Shares. - 4 - 5 Loral acquired 1,674,400 Shares on April 22, 1996 in a distribution from Loral Corporation in connection with the Spin-Off. Loral SpaceCom Corporation, a wholly-owned subsidiary of Loral, transferred 267,256 of such Shares (the "Lehman GTL Shares") to certain partnerships affiliated with Lehman Brothers Holdings Inc. (the "Lehman Partnerships") on August 9, 1996 in exchange for shares of Series S Redeemable Preferred Stock of SS/L (Bermuda) Ltd. (the "Lehman Transaction"). On March 3, 1996, Loral acquired 2,050,000 CPEOs, which were initially convertible, at a conversion price of $65.00, into 1,576,923 Shares. On April 29, 1997, Loral, by virtue of its ownership of 1,407,144 Shares, acquired 159,170 Shares (the "Rights Shares") pursuant to the exercise of subscription rights to purchase Common Stock at $26.50 per share ("GTL Rights") distributed by GTL to shareholders of record on March 24, 1997. On April 30, 1997, Loral and Space Systems/Loral, Inc., a wholly owned subsidiary of Loral ("SS/L"), exercised their GTL Warrants and purchased 942,428 and 195,094 Shares, respectively (collectively, the "Warrant Shares"). On May 5, 1997, Loral acquired 16,002 Shares (the "Standby Shares") pursuant to a Standby Agreement between Loral and the Company under which Loral was obligated to purchase any Shares not purchased by shareholders pursuant to the exercise of Rights. On May 28, 1997, the Company issued a 100% stock dividend (the "1997 Stock Split"). As a result of the 1997 Stock Split, Loral's ownership of Shares increased from 2,719,838 Shares to 5,439,676 Shares. As a result of an antidilution adjustment in the conversion price of the CPEOs effected by the Stock Split and the distribution of the Rights, Loral became entitled to convert its CPEOs into an additional 1,749,917 Shares. On March 31, 1998, the Company called for the provisional redemption of the CPEOs. Under the terms of the indenture governing the CPEOs, the Company was required, in connection with such provisional redemption, to pay to each holder of CPEOs an interest make-whole payment of 0.0435 share of common stock for each CPEO held. On April 14, 1998, Loral converted its CPEOs into 3,326,840 Shares (the "CPEO Shares") and on April 30, 1998, Loral received 89,175 Shares as an interest make-whole payment (the "Interest Make-Whole Shares"). As a result of this conversion, Loral's ownership of Shares increased to 8,855,691. On June 8, 1998, the Company issued a 100% stock dividend (the "1998 Stock Split"). As a result of the 1998 Stock Split, Loral's ownership of Shares increased from 8,855,691 to 17,711,382 Shares. On July 6, 1998, Loral sold 8,400,000 Shares to various entities associated with or advised by Soros Fund Management L.L.C. ("Soros"), reducing Loral's ownership of Shares to 9,311,382 Shares. On November 5, 1998, Loral transferred 717,600 Shares to Dacom in exchange for 276,000 Globalstar partnership interests, reducing Loral's ownership of Shares to 8,593,782 Shares. On January 26, 1998, Loral acquired 3,000,000 Preferred Shares, which are initially convertible into 6,449,865 Shares. On December 8, 1999, Loral acquired 103,187 Shares in a private transaction in consideration for providing certain guarantees. On September 29, 2000, Loral purchased 1,120,187 Shares. On November 15, 2000, Loral acquired 496,817 Shares as a result of dividends paid by the Company on its 8% Series A Preferred Stock, increasing the number of Shares Beneficially Owned by Loral to 16,763,838 Shares. Of these Shares, 1,988,000 represent Shares - 5 - 6 underlying options granted to certain executives and directors of Loral and its predecessor entity. After giving effect to exercise by executives and directors of such options as of September 30, 2000, the Shares Beneficially Owned by Loral are 16,352,860. The Shares Beneficially Owned by Loral constitutes approximately 14.8% of the outstanding Shares of the Company. (ii) To the best knowledge of Loral, the Executive Officers and Directors Beneficially Own the number of Shares set forth opposite their names on Schedule I hereto. To the best knowledge of Loral and except as set forth on Schedule I hereto, the Executive Officers and Directors have sole voting and dispositive power with respect to their respective Shares. The respective percentage interests of the Executive Officers and Directors are set forth opposite their names in Schedule I hereto. Loral's percentage is calculated based upon the 103,764,999 Shares issued and outstanding as of September 30, 2000 plus the 6,449,865 Shares that may be acquired by Loral upon conversion of the Preferred Shares. The percentage interest of an Executive Officer or Director is calculated based upon the 103,764,999 Shares stated to be issued and outstanding as of September 30, 2000 plus the number of exercisable options held by such Executive Officer or Director set forth on Schedule I hereto. (iii) The trading date, number of Shares purchased or disposed of and price per Share (excluding commissions, if any) for all transactions by Loral and the Executive Officers and Directors for the 60-day period preceding September 30, 2000 through the date hereof are set forth in Schedule II hereto. With the exception of the Shares acquired in a private transaction in consideration for providing certain guarantees, all other transactions in the Shares were effected on the Nasdaq National Market. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company (i) The third, fourth and fifth paragraphs of Item 6 of the Schedule 13D are hereby amended and restated as follows: Loral has beneficial ownership (calculated on a proportionate basis, in the case of ownership interests held through entities not wholly-owned by Loral) of approximately 27,750,622 Globalstar partnership interests, constituting approximately 39% of Globalstar's total outstanding partnership interests. Loral's beneficial interest in Globalstar consists of (i) 22,718,372 partnership interests held directly and indirectly by Loral and SS/L, (ii) approximately 2,444,750 partnership interests held indirectly by Loral through its holdings of Shares and (iii) 2,587,500 partnership interest units issued upon exercise of warrants. The Company has entered into an Exchange and Registration Rights Agreement, dated as of December 31, 1994, with Globalstar and each of the other partners named therein, including subsidiaries of Loral, which agreement was amended on May 5, 2000 to add additional partners, including subsidiaries of Loral, as parties thereto, pursuant to which the - 6 - 7 Company has granted to Loral and such other partners, the right, following the date on which Globalstar achieves full coverage via a 48-satellite constellation (the "Full Coverage Date") and after at least two consecutive reported fiscal quarters of positive income, to exchange its Globalstar partnership interests for an equal number of Shares (subject to antidilution adjustments) subject to the following limitations: (i) in any 12-month period, the sum of the number of Globalstar partnership interests so transferred plus all other transfers of Globalstar partnership interests will not be permitted to exceed 5% of the total number of Globalstar partnership interests outstanding (including those held by the Company), and (ii) the number of Shares so issued in any 12-month period will not exceed 10% of the number of Shares outstanding at the beginning of that year. The Company has agreed, with certain limited exceptions, to file, and to use reasonable efforts to maintain the effectiveness of, a registration statement covering the issuance of such Shares. In the event of a bona fide offer or solicitation that would result in a change of control involving a majority of the outstanding Shares or a majority of the members of the Company's Board of Directors not approved by the partners of Globalstar, the exchange rights will become fully exercisable, regardless of such limitation, whether or not the Full Coverage Date has occurred. Loral will have the right, through its direct and indirect interests in Globalstar, pursuant to this agreement to acquire approximately 92,009,407 Shares. On July 6, 1998, Loral purchased 4,200,000 direct and indirect partnership interests of Globalstar for $420 million in cash from certain partners of Globalstar. Concurrently with such purchase of partnership interests, Loral sold to Soros 8,400,000 Shares (the "Soros Shares") at a purchase price of $29 1/6 per share. On November 5, 1998, Loral transferred 717,600 Shares (the "Dacom Exchange Shares") to Dacom in exchange for 276,000 Globalstar partnership interests. In connection with such transactions, the Company registered the resale of the Soros Shares and the Dacom Exchange Shares under the Securities Act of 1933. On December 8, 1999, Loral acquired 103,187 Shares of the common stock of the Company in a private transaction in consideration for providing certain guarantees. On September 29, 2000, Loral purchased 1,120,187 Shares of the common stock of the Company at a purchase price of $10.7125 per Share. - 7 - 8 Item 7. Material to be Filed as Exhibits The following exhibit is filed hereto: Exhibit G: Subscription Agreement dated September 22, 2000 between Globalstar Telecommunications Limited and Loral Space & Communications Ltd. Exhibit H: Letter agreement dated November 23, 1999 by and between Loral Space & Communications Ltd. and Q Investments, L.P. Exhibit I: Letter agreement dated November 24, 1999 by and between Loral Space & Communications Ltd. and Q Investments, L.P. - 8 - 9 SIGNATURE 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: December 15, 2000 LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Avi Katz Name: Avi Katz Title: Vice President, Secretary and General Counsel - 9 - 10 SCHEDULE I Set forth is the name, position, principal occupation and amount of beneficial interest in the shares of common stock of Globalstar Telecommunications Limited, if any, of the directors and executive officers of Loral Space & Communications Ltd. Except as set forth below, the business address of each of these persons is c/o Loral SpaceCom Corporation, 600 Third Avenue, New York, New York 10016. Each such person is a citizen of the United States. Directors and Executive Officers of Loral Space & Communications Ltd.
Name and Position in addition to Present Number of Percentage Principal Occupation Present Principal Occupation Shares Owned** Interest -------------------- ---------------------------- -------------- -------- Bernard L. Schwartz Chairman of the Board of 1,707,604(1) 1.6% Directors and Chief Executive Officer Howard Gittis, Vice Chairman and Chief 80,000(2) * Director Administrative Officer of MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, NY 10021
- ------------------------------ (1) Includes 80,000 options at an exercise price of $5.00 per Share, 480,000 options at an exercise price of $6.25 per Share, 75,000 options at an exercise price of $31.4063 per Share and 75,000 options at an exercise price of $8.7031 per Share. (2) Consists of 80,000 options at an exercise price of $8.34375 per Share. I-1 11
Name and Position in addition to Present Number of Percentage Principal Occupation Present Principal Occupation Shares Owned** Interest -------------------- ---------------------------- -------------- -------- Robert B. Hodes, Counsel to 154,452(3) * Director Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 Gershon Kekst, President of Kekst and 80,000(4) * Director Company Incorporated 437 Madison Avenue New York, NY 10022 Charles Lazarus, Chairman Emeritus of 80,000(5) * Director Toys "R" Us, Inc. 461 From Road Paramus, NJ 07652 Malvin A. Ruderman Centennial Professor of 82,224(6) * Physics, Columbia University 29 Washington Sq. West New York, NY 10011
- ------------------------------ (3) Includes 80,000 options at an exercise price of $8.34375 per Share, 60,000 options at an exercise price of $12.59375 per Share and 10,000 options at an exercise price of $13.50 per Share. (4) Consists of 80,000 options at an exercise price of $8.34375 per Share. (5) Consists of 80,000 options at an exercise price of $8.34375 per Share. (6) Includes 80,000 options at an exercise price of $8.34375 per Share and 2,000 Shares held by his wife to which he disclaims beneficial ownership. I-2 12
Name and Position in addition to Present Number of Percentage Principal Occupation Present Principal Occupation Shares Owned** Interest -------------------- ---------------------------- -------------- -------- E. Donald Shapiro, Joseph Solomon Distinguished 108,924(7) * Director Professor of Law New York Law School 57 Worth Street New York, NY 10013 Arthur L. Simon, Independent consultant 85,000(8) * Director 971 Haverstraw Road Suffern, NY 10901 Daniel Yankelovich, Chairman of DYG, Inc. 91,451(9) * Director 1855 Spindrift Drive La Jolla, CA 92037 Laurence D. Atlas Vice President, Government 0 * Relations - Telecommunications W. Neil Bauer Vice President 0 * Robert E. Berry Senior Vice President 444 * Jeanette H. Clonan Vice President, 2,517 * Communications and Investor Relations
- ------------------------------ (7) Includes 80,000 options at an exercise price of $8.34375 per Share. (8) Includes 80,000 options at an exercise price of $8.34375 per Share, 4,250 Shares held in an IRA account and 750 Shares held in his wife's IRA account to which he disclaims beneficial ownership. (9) Includes 80,000 options at an exercise price of $8.34375 per Share. I-3 13
Name and Position in addition to Present Number of Percentage Principal Occupation Present Principal Occupation Shares Owned** Interest -------------------- ---------------------------- -------------- -------- Michael P. DeBlasio First Senior Vice President 68,001(10) * Terry J. Hart Vice President 1,000 * Stephen L. Jackson Vice President, 444 * Administration Avi Katz Vice President, General 7,400(11) * Counsel and Secretary John Klineberg Vice President 3,125(12) * Russell R. Mack Vice President, Business 5,000(13) * Ventures Nicholas C. Moren Senior Vice President 104,452(14) * and Treasurer
- ------------------------------ (10) Includes 20,000 options at an exercise price of $5.00 per Share and 40,000 options at an exercise price of $6.25 per Share. (11) Includes 5,000 options at an exercise price of $16.375 per Share and 1,150 options at an exercise price of $13.50 per Share. (12) Consists of 2,500 options at an exercise price of $29.7813 per Share and 625 options at an exercise price of $13.50 per Share. (13) Consists of 5,000 options at an exercise price of $4.1563 per Share. (14) Includes 80,000 options at an exercise price of $5.00 per Share and 20,000 options at an exercise price of $6.25 per Share. I-4 14
Name and Position in addition to Present Number of Percentage Principal Occupation Present Principal Occupation Shares Owned** Interest -------------------- ---------------------------- -------------- -------- Anthony J. Navarra Vice President 68,527(15) * Harvey B. Rein Vice President and Controller 22,888(16) * Thomas B. Ross Vice President, Government 33,356(17) * Relations Richard J. Townsend Senior Vice President and 0 * Chief Financial Officer Janet T. Yeung Vice President, Deputy 0 * General Counsel and Assistant Secretary Eric J. Zahler President and Chief Operating 128,012(18) * Officer
- ------------------------------ (15) Includes 50,000 options at an exercise price of $4.1563 per Share, 12,500 options at an exercise price of $24.625 per Share and 1,575 options at an exercise price of $13.50 per Share. (16) Includes 8,000 options at an exercise price of $6.25 per Share and 14,000 options at an exercise price of $4.1563 per Share. (17) Includes 20,000 options at an exercise price of $4.1563 per Share and 13,356 Shares held by his wife as to which he disclaims beneficial ownership. (18) Includes 80,000 options at an exercise price of $5.00 per Share, 20,000 options at an exercise price of $6.25 per Share, 4,452 Shares held in a Keogh Account and 3,560 Shares held in trust for his minor children. I-5 15 SCHEDULE II TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD PRECEDING SEPTEMBER 30, 2000 THROUGH THE DATE HEREOF
Price Name Date Shares per Share A/S* - ----------------- -------- --------- --------- ----- Loral Space & 09/29/00 1,120,187 $10.7125 A Communications Ltd. Loral Space & 11/15/00 496,817 N/A A+ Communications Ltd.
- ---------- * A indicates an acquisition of Shares and S indicates a sale of Shares. The above table does not show disposition of shares by Loral in connection with the exercise by certain persons of options to acquire Shares previously granted to them by Loral. + Shares acquired pursuant to a stock dividend paid by the Company on its 8% Series A Preferred Stock. II-1 EX-99.G 2 y43621ex99-g.txt SUBSCRIPTION AGREEMENT DATED SEPTEMBER 22, 2000 1 EXECUTION COPY GLOBALSTAR TELECOMMUNICATIONS LIMITED SUBSCRIPTION AGREEMENT September 22, 2000 LORAL SPACE & COMMUNICATIONS LTD. 600 Third Avenue New York, NY 10016 Ladies and Gentlemen: This letter is being written for the purpose of setting forth the basic terms of the understandings between Globalstar Telecommunications Limited, a Bermuda company (the "Company"), and you in connection with the purchase by you and sale by the Company of shares of common stock, par value $1.00 per share, of the Company (the "Common Stock") as set forth below. If you are in agreement with the terms and conditions set forth herein, please sign the last page of one copy of this letter and return it to us, whereupon this letter shall represent a legally binding agreement between us. Please keep the other copy of this letter for your files. 1. PURCHASE AND SALE OF SHARES. (a) Purchase and Sale. Subject to the terms and conditions hereof, on the Closing Date, as defined herein, the Company shall issue to you and you shall purchase from the Company, the number of shares of Common Stock (collectively, the "Securities") set forth on Schedule I hereto for the aggregate purchase price in cash set forth on Schedule I hereto (the "Purchase Price"), which Securities have been registered under the Securities Act. Issuance. Such issuance and purchase shall be effected by the Company executing and delivering to you duly executed certificates evidencing the Securities to be subscribed by you, duly registered in your name against delivery by you to the Company of the amounts set forth on Schedule I. Such payment shall be made by you by wire transfer of immediately available funds to the following account: Globalstar Telecommunications Limited, Bank of America, N.A., ABA No. 071 000 039, Account No. 8765162759 (or to such other account as the Company shall designate in writing prior to the Closing Date). (b) Closing. The closing of the sale shall take place on September 29, 2000 or on such other date as the Company and you shall mutually agree (the "Closing Date"). 2 2. WARRANTIES AND REPRESENTATIONS OF THE COMPANY The Company represents and warrants that: (a) Incorporation. The Company has been duly incorporated as an exempted company and is validly existing as an exempted company in good standing under the laws of Bermuda. (b) Authority. The Board of Directors of the Company (the "Board") has authorized the execution, delivery, and performance of this Agreement, and each of the transactions contemplated hereby. No other company action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board has authorized the issuance and delivery of the Securities in accordance with this Agreement. (c) Validity of Shares. The Securities to be issued and sold by the Company pursuant to this Agreement, when issued in accordance with the provisions hereof, will be validly issued, fully paid and nonassessable shares of the Company, and no shareholder of the Company has any preemptive rights to subscribe for any such Securities. (d) Consents. The creation, authorization, issuance, offer and sale of the Securities do not require any consent, approval or authorization of, or filing, registration or qualification with, any United States or Bermuda governmental authority on the part of the Company (except as may be required under the various state securities or Blue Sky laws) or the vote, consent or approval in any manner of the holders of any security (as defined in Section 2(1) of the Securities Act) of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance, offer and sale of the Securities. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder will not violate (i) the terms and conditions of the Memorandum of Association or the Bylaws of the Company, or any material agreement to which the Company is a party or by which it is bound or (ii) subject to the accuracy of your representations and warranties contained in Section 3 hereof, any statute or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company. 3. INVESTOR REPRESENTATIONS You represent and warrant that: (a) Affiliate. You understand that by virtue of your past and current investments in, and your relationship with, the Company, you may be considered an "affiliate" of the Company under the United States securities law, and you have discussed the implications of being deemed an "affiliate" of the Company with your counsel (including any implications under Rule 144 under the Securities Act). (b) Capacity. You have authorized the execution, delivery, and performance of this Agreement and each of the transactions contemplated hereby. No other action (whether corporate or otherwise) is necessary to authorize such execution, delivery and performance, and -2- 3 upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of you, enforceable against you in accordance with its terms. (c) Brokers. There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of you. 4. COVENANTS OF THE PARTIES. (a) Lockup. You hereby agree that, during a period of 90 days from the Closing Date, you will not, directly or indirectly, (i) offer, pledge, sell, sell short, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to purchase, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by you or with respect to which you have or hereafter acquire the power of disposition or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (b) Listing. The Company will use its reasonable best efforts to have the Securities approved for quotation on the Nasdaq National Market on the Closing Date or as soon as practicable thereafter. 5. INVESTOR CLOSING CONDITIONS The obligation of you to purchase and pay for the Securities on the Closing Date, as provided in Section 1 hereof, shall be subject to the satisfaction, prior thereto or concurrently therewith, of the following conditions: (a) Representations and Warranties. The Company's representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such date, except as otherwise affected by the transactions contemplated hereby. (b) Officer's Certificate. You shall have received a certificate, dated the Closing Date, signed by an authorized officer of the Company, certifying that the conditions specified in the foregoing Section 5(a) have been fulfilled. (c) Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided. (d) Opinion. You shall have received from the Company's counsel, Appleby, Spurling & Kempe, an opinion, dated the Closing Date, as to the legality of the Securities. -3- 4 6. COMPANY CLOSING CONDITIONS The obligation of the Company to issue and deliver the Securities on the Closing Date, as provided in Section 1 hereof, shall be subject to the satisfaction, prior thereto or concurrently therewith, of the following conditions: (a) Representations and Warranties. Your representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such date, except as otherwise affected by the transactions contemplated hereby. (b) Officer's Certificate. The Company shall have received a certificate, dated the Closing Date, signed by an authorized officer of your company, certifying that the conditions specified in the foregoing Section 6(a) have been fulfilled. (c) Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided. 7. INTERPRETATION OF THIS AGREEMENT (a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below: Person: an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof. Securities Act: the Securities Act of 1933, as amended. Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance. (b) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. (d) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 8. MISCELLANEOUS (a) Notices. All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered mail -4- 5 or certified mail, postage prepaid: (i) if to the Company, at 600 Third Avenue, New York, NY 10016, Attention: Avi Katz (Fax No.: (212) 338-5320, or at such other address or facsimile number as the Company may have furnished the other parties hereto in writing; (ii) if to you, at the address stated above, or at such other address or facsimile number as you may have furnished the Company in writing. (b) Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery, if a business day, otherwise the first business day thereafter; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. (c) Survival. All warranties, representations, and covenants made by you and the Company herein or in any certificate or other instrument delivered by one of you or the Company under this Agreement shall be considered to have been relied upon by the Company or you, as the case may be, and shall survive all deliveries to you of the Securities, or payment to the Company for such Securities, regardless of any investigation made by the Company or one of you, as the case may be, or on the Company's or your behalf. All statements in any such certificate or other instrument shall constitute warranties and representations by the Company hereunder. (d) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall assign any of its rights or obligations hereunder without the prior written consent of the other party. Nothing in this Agreement shall confer upon any Person not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. (e) Entire Agreement; Amendment and Waiver. This Agreement (including any exhibits and schedules hereto) constitutes the entire understandings of the parties hereto with respect to the subject matter hereof and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and each of you. (f) Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. -5- 6 Please indicate your acceptance and approval of the foregoing in the space provided below. GLOBALSTAR TELECOMMUNICATIONS LIMITED By:/s/ Avi Katz --------------------------------------- Name: Avi Katz Title: Vice President and Secretary ACCEPTED AND APPROVED AS OF THE 22nd DAY OF SEPTEMBER, 2000 LORAL SPACE & COMMUNICATIONS LTD. By:/s/ Janet Yeung --------------------------------------- Name: Janet Yeung Title: Vice President and Assistant Secretary -6- 7 SCHEDULE I PURCHASE OF SECURITIES
Number of Shares Aggregate of Common Stock Purchase Price - --------------- -------------- 1,120,187 $12,000,000
EX-99.H 3 y43621ex99-h.txt LETTER AGREEMENT DATED NOVEMBER 23, 1999 1 November 23, 1999 Q Investments, L.P. 301 Commerce Street Suite 2975 Fort Worth, Texas 76102 Gentlemen: Reference is hereby made to that certain letter agreement dated as of even date hereof between you, R2 Investments and Q Opportunity Fund (collectively, the "Q Investors") and Globalstar Telecommunications Limited (the "GTL Letter"). Capitalized terms used herein not otherwise defined will have the meanings set forth in the GTL Letter. You hereby agree to, and agree to cause the other Q Investors to, transfer and convey to us, immediately following issuance of the Dividend Make-Whole Payment by GTL to the Q Investors pursuant to the GTL Letter, an aggregate of 64,906 shares of Common Stock, free and clear of all liens. In consideration for such transfer and delivery of the shares of Common Stock to us as set forth above, we hereby covenant and agree that, if the aggregate gross proceeds to the Q Investors from the sale of the 516,505 Remaining Make-Whole Shares (as defined below), less the amount of the sale concessions of up to 6 cents per share paid by the Q Investors to Bear, Stearns & Co. Inc. in connection therewith (such difference, the "Actual Sale Amount"), are less than $13,429,140 (the "Guaranteed Amount"), we will, as promptly as practicable following our receipt of a Shortfall Notice as set forth below, but in any event no later than three business days thereafter, deliver to you the difference (the "Loral Payment Amount") between the Guaranteed Amount and the Actual Sale Amount in immediately available funds to your account as set forth in the Shortfall Notice. "Remaining Make-Whole Shares" will equal the difference between the number of shares issued to the Q Investors as the Dividend Make-Whole Payment under the GTL Letter and 64,906 shares. If the Actual Sale Amount shall be greater than the Guaranteed Amount, you will deliver to us the difference in immediately available funds to an account designated by us to you, such payment to be made on the settlement date for the last sale transaction relating to the Remaining Make-Whole Shares. You hereby agree that you will, and will cause the other Q Investors to, sell all and not less than all of the Remaining Make-Whole Shares through Bear, Stearns & Co. Inc. during the period ending on December 10, 1999, unless extended by us. You further agree that you will use your, and will cause the other Q Investors to use their, reasonable 2 best efforts to cause Bear, Stearns & Co. Inc. to obtain the most favorable price for the Remaining Make-Whole Shares in connection with such sale transactions. Within 24 hours from the date the last sale transaction relating to the Remaining Make-Whole Shares is entered into, you will deliver to us either (x) if the Actual Sale Amount is less than the Guaranteed Amount, a written notice (the "Shortfall Notice") which will provide for the following: (i) a certification by you that all conditions to the sales of the Remaining Make-Whole Shares set forth in this paragraph have been complied with; (ii) the Actual Sale Amount attaching thereto evidence of each sale transaction relating to the Remaining Make-Whole Shares entered into by you and the other Q Investors and the gross proceeds derived therefrom and the selling concessions paid in connection therewith; and (iii) wire transfer instructions relating to the Loral Payment Amount or (y) if the Actual Sale Amount is equal to or greater than the Guaranteed Amount, a certification (the "Certification") of the Actual Sale Amount attaching thereto evidence of each sale transaction relating to the Remaining Make-Whole Shares entered into by you and the other Q Investors and the gross proceeds derived therefrom and the selling concessions paid in connection therewith. You will deliver the Shortfall Notice or Certification to us at the following address: Loral Space & Communications Ltd. c/o Loral SpaceCom Corporation 600 Third Avenue New York, New York 10016 Attn: Nick Moren Fax: 212-867-5248 You hereby represent and warrant to us that you have the authority and the power to cause the other Q Investors to take the actions, and to take action on behalf of the other Q Investors, as contemplated herein. This letter agreement will be governed by, and construed in accordance with, the laws of the State of New York. This letter agreement may be executed in any number of counterparts, each of which will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed signature page of this letter agreement by facsimile transmission will be effective as delivery of a manually executed counterpart hereof. Very truly yours, LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Nicholas C. Moren --------------------- Name: Nicholas C. Moren Title: Senior Vice President and Treasurer 2 3 Accepted and agreed to as of the date first written above: Q INVESTMENTS, L.P. By: Acme Widget, L.P., general partner By: Scepter Holdings, Inc., general partner By: /s/ Robert McCormick -------------------- Name: Robert McCormick Title: Vice President 3 EX-99.I 4 y43621ex99-i.txt LETTER AGREEMENT DATED NOVEMBER 24, 1999 1 November 24, 1999 Q Investments, L.P. 301 Commerce Street Suite 2975 Fort Worth, Texas 76102 Gentlemen: Reference is hereby made to that certain letter agreement dated as of even date hereof between you and Globalstar Telecommunications Limited (the "GTL Letter"). Capitalized terms used herein not otherwise defined will have the meanings set forth in the GTL Letter. You hereby agree to transfer and convey to us, immediately following issuance of the Dividend Make-Whole Payment by GTL to you pursuant to the GTL Letter, 38,281 shares of Common Stock, free and clear of all liens. In consideration for such transfer and delivery of the shares of Common Stock to us as set forth above, we hereby covenant and agree that, if the aggregate gross proceeds to you from the sale of the 304,632 Remaining Make-Whole Shares (as defined below), less the amount of the sale concessions of up to 6 cents per share paid by you to Bear, Stearns & Co. Inc. in connection therewith (such difference, the "Actual Sale Amount"), are less than $7,920,421 (the "Guaranteed Amount"), we will, as promptly as practicable following our receipt of a Shortfall Notice as set forth below, but in any event no later than three business days thereafter, deliver to you the difference (the "Loral Payment Amount") between the Guaranteed Amount and the Actual Sale Amount in immediately available funds to your account as set forth in the Shortfall Notice. "Remaining Make-Whole Shares" will equal the difference between the number of shares issued to you as the Dividend Make-Whole Payment under the GTL Letter and 38,281 shares. If the Actual Sale Amount shall be greater than the Guaranteed Amount, you will deliver to us the difference in immediately available funds to an account designated by us to you, such payment to be made on the settlement date for the last sale transaction relating to the Remaining Make-Whole Shares. You hereby agree that you will sell all and not less than all of the Remaining Make-Whole Shares through Bear, Stearns & Co. Inc. during the period ending on December 2 10, 1999, unless extended by us. You further agree that you will use your reasonable best efforts to cause Bear, Stearns & Co. Inc. to obtain the most favorable price for the Remaining Make-Whole Shares in connection with such sale transactions. Within 24 hours from the date the last sale transaction relating to the Remaining Make-Whole Shares is entered into, you will deliver to us either (x) if the Actual Sale Amount is less than the Guaranteed Amount, a written notice (the "Shortfall Notice") which will provide for the following: (i) a certification by you that all conditions to the sales of the Remaining Make-Whole Shares set forth in this paragraph have been complied with; (ii) the Actual Sale Amount attaching thereto evidence of each sale transaction relating to the Remaining Make-Whole Shares entered into by you and the gross proceeds derived therefrom and the selling concessions paid in connection therewith; and (iii) wire transfer instructions relating to the Loral Payment Amount or (y) if the Actual Sale Amount is equal to or greater than the Guaranteed Amount, a certification (the "Certification") of the Actual Sale Amount attaching thereto evidence of each sale transaction relating to the Remaining Make-Whole Shares entered into by you and the gross proceeds derived therefrom and the selling concessions paid in connection therewith. You will deliver the Shortfall Notice or Certification to us at the following address: Loral Space & Communications Ltd. c/o Loral SpaceCom Corporation 600 Third Avenue New York, New York 10016 Attn: Nick Moren Fax: 212-867-5248 2 3 This letter agreement will be governed by, and construed in accordance with, the laws of the State of New York. This letter agreement may be executed in any number of counterparts, each of which will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed signature page of this letter agreement by facsimile transmission will be effective as delivery of a manually executed counterpart hereof. Very truly yours, LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Nicholas C. Moren --------------------- Name: Nicholas C. Moren Title: Senior Vice President and Treasurer 3 4 Accepted and agreed to as of the date first written above: Q INVESTMENTS, L.P. By: Acme Widget, L.P., general partner By: Scepter Holdings, Inc., general partner By: /s/ Robert McCormick -------------------- Name: Robert McCormick Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----