-----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, Vt9e4jmNcnYu9mdR9Y3wEd8mG+O/KcyaZ2zLzRKsftnx4A+wk1la0F3l5xayYd0/ NhSCg1w2UF9pA0QVu1TLZA== 0000950123-99-000322.txt : 19990125 0000950123-99-000322.hdr.sgml : 19990125 ACCESSION NUMBER: 0000950123-99-000322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0000933401 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133795510 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25456 FILM NUMBER: 99509997 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVENUE STREET 2: HAMILTON CITY: BERMUDA STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR LP CENTRAL INDEX KEY: 0001037927 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133759824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-25461 FILM NUMBER: 99509998 BUSINESS ADDRESS: STREET 1: 3200 ZARKEN R STREET 2: PO BOX 640670 CITY: SAN JOSE STATE: CA ZIP: 95164 BUSINESS PHONE: 4089334000 8-K 1 GLOBALSTAR TELECOMM. LIMITED/GLOBALSTAR, L.P. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 1999 GLOBALSTAR TELECOMMUNICATIONS LIMITED (Exact name of registrant as specified in its charter) Islands of Bermuda 0-25456 13-3795510 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number Cedar House, 41 Cedar Avenue, Hamilton, Bermuda HM 12 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-2244 GLOBALSTAR, L.P. (Exact name of registrant as specified in its charter) Delaware 333-25461 13-3759824 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number 3200 Zanker Road, San Jose, California 95134 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 933-4000 2 Item 5. Other Events. On January 21, 1999, Globalstar Telecommunications Limited ("GTL"), a general partner of Globalstar, L.P. ("Globalstar"), announced that it had entered into an agreement to sell $350 million of 8% Convertible Redeemable Preferred Stock due 2011 in an offering exempt from registration. Loral Space & Communications Ltd., which owns, directly or indirectly, approximately 42% of Globalstar on a fully-diluted basis, will maintain its approximate ownership percentage by purchasing $150 million of the shares of Preferred Stock offered. GTL will apply the net proceeds of the offering to purchase Convertible Redeemable Preferred Partnership Interests in Globalstar. Globalstar, in turn, will apply the proceeds from the sale of the Convertible Preferred Partnership Interests towards the continued construction and deployment of its worldwide, low-earth orbit satellite-based digital telecommunications system. The press release of GTL dated January 21, 1999, a copy of which is attached hereto as Exhibit 99.1, is hereby incorporated by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit 99.1 Press Release of Globalstar Telecommunications Limited dated January 21, 1999 -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBALSTAR TELECOMMUNICATIONS LIMITED (Registrant) Date: January 22, 1999 By: /s/ Eric J. Zahler -------------------------------- Eric J. Zahler Vice President GLOBALSTAR, L.P. ----------------------------------- (Registrant) By: Loral/QUALCOMM Satellite Services, L.P., its General Partner By: Loral/QUALCOMM Partnership, L.P., its General Partner By: Loral General Partner, Inc. its General Partner Date: January 22, 1999 By: /s/ Eric J. Zahler -------------------------------- Eric J. Zahler Vice President -3- 4 EXHIBIT INDEX Exhibit Description Exhibit 99.1 Press Release of Globalstar Telecommunications Limited dated January 21, 1999 EX-99.1 2 PRESS RELEASE: DATED JANUARY 21, 1999 1 [GLOBALSTAR GRAPHIC] - ------------------------------------------------------------------------------- Globalstar Telecommunications Ltd. 600 Third Avenue New York, NY 10016 Tel: (212) 697-1105 Fax: (212) 338-5662 NEWS For Immediate Release Contact: Jeanette Clonan +1-212-338-5658 GLOBALSTAR TO SELL $350,000,000 OF CONVERTIBLE PREFERRED STOCK IN A RULE 144A OFFERING NEW YORK - January 21, 1999 - Globalstar Telecommunications Limited (GTL) announced today that it has entered into an agreement to sell $350 million of 8% Convertible Preferred Stock due 2011 in an offering exempt from registration. The Preferred Stock will be convertible into shares of common stock at a conversion price of $23.2563 per share. GTL has also granted an option to the managers to purchase an additional $70 million of Preferred Stock. Loral Space & Communications, which owns 42% of Globalstar L.P., will purchase $150 million of the $350 million of Convertible Preferred Stock offered. GTL will apply the proceeds to purchase Convertible Preferred Partnership Interests in Globalstar, L.P. Globalstar L.P., in turn, will apply the proceeds from the sale of the Convertible Preferred Partnership Interests towards the continued construction and deployment of its worldwide, low-earth orbit satellite-based digital telecommunications system. The Preferred Stock has not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities. # # # -----END PRIVACY-ENHANCED MESSAGE-----