As filed with the Securities and Exchange Commission on August 7, 1996
Registration No. 333-3061
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
====================
Pre-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
====================
COMSAT Corporation
(Exact name of registrant as specified in its charter)
District of Columbia 52-0781863 (State or other
jurisdiction of (I.R.S. Employer incorporation or
organization) Identification no.)
6560 Rock Spring Drive
Bethesda, Maryland 20817
Telephone Number (301) 214-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
====================
Warren Y. Zeger
Vice President, General Counsel and Secretary
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
(301) 214-3000
(Name, Address, including zip code, and Telephone Number,
including area code, of Agent for Service)
====================
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
====================
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities
<PAGE>
offered only in connection with dividend or interest reinvestment plans,
check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
In accordance with Rule 429(a), the prospectus contained herein relates to
the shares registered hereby and any shares remaining unsold under the
Registrant's Registration Statement on Form S-3 (No. 33-51661).
====================
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
COMSAT Corporation
750,000 Shares of
Common Stock
(without par value)
COMSAT Corporation INVESTORS Plus
Dividend Reinvestment & Share Purchase Plan
COMSAT Corporation ("COMSAT" or the "Corporation") hereby offers
participation in COMSAT Corporation INVESTORS Plus Dividend Reinvestment &
Share Purchase Plan, its investor services plan (the "Plan" or "INVESTORS
Plus"). The Plan is primarily designed to provide individual investors with
a convenient and economical method of purchasing shares of COMSAT Common
Stock, without par value ("Common Stock"), and reinvesting their cash
dividends in additional Common Stock.
Plan Features include:
o Automatic reinvestment of all cash dividends on shares of Common
Stock registered in Participant's names or held in their Plan
accounts.
o Additional cash investments by Participants of $50 to $10,000 per
month for purchase of shares of Common Stock.
o Becoming a COMSAT shareholder with an initial investment of $250
or more ($10,000 maximum).
o Deposit of Common Stock certificates for safekeeping with the
Plan's Administrator (as defined below) in a custodial account.
o Sale of shares held by the Administrator at a nominal fee.
o The Purchase Price (as defined below) for shares purchased under
the Plan will be determined for each Investment Date. As a
result, Plan participants will not be able to control the price
at which shares are purchased for their account. See "INVESTORS
Plus Plan Description -- Source and Price of Shares Purchased."
To fulfill Plan requirements, shares of Common Stock ordinarily will
be purchased directly from the Corporation from authorized but previously
unissued shares ("original-issue shares"). The price of original-issue
shares of Common Stock purchased under the Plan will be the average of the
high and low sales prices of Common Stock as reported on the New York Stock
Exchange Consolidated Tape on the relevant Investment Date (the "Purchase
Price," except in the case of open market purchases as described below) and
will not be discounted. While shares purchased under the Plan generally
will be original-issue shares, as described, from time-to-time shares may
be purchased in the open market or in negotiated transactions. In the
latter instances, the Purchase Price will be the average price paid by the
Administrator for all such shares purchased with respect to a particular
Investment Date. The closing price of COMSAT Common Stock on August 6,
1996, as shown on the New York Stock Exchange Consolidated Tape, was
$19.875 per share.
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Shareholders who choose not to participate in the Plan will continue
to receive cash dividends, as declared, in the usual manner.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________, 1996.
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as
having been authorized by the Corporation. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the securities offered by this Prospectus or an offer
to sell or a solicitation of an offer to buy such securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Corporation
since the date hereof, or that the information herein contained or
incorporated by reference is correct as of any time subsequent to the date
hereof.
FOR FLORIDA RESIDENTS ONLY
COMSAT Corporation is the U.S. signatory to the International Mobile
Satellite Organization ("Inmarsat"), an international organization which
operates the satellites of a global mobile communications satellite system.
A total of 79 other nations, including Cuba, are members of Inmarsat.
Pursuant to the Inmarsat Convention, which has the status of an
international treaty, vessels registered to any country, including Cuba,
must be provided access to satellite communications via the Corporation's
earth stations, which results in incidental use by Cuban-registered
vessels. Communications charges are then billed through the Inmarsat
billing system, including to parties in Cuba. This is the extent of the
business conducted by the Corporation with Cuba. This information is
accurate as of the date hereof. Current information concerning the
Corporation's business dealings with Cuba or with any person or affiliate
located in Cuba may be obtained from the Division of Securities and
Investor Protection of the Florida Department of Banking and Finance, the
Capitol, Tallahassee, Florida 32399-0350, telephone number (904) 488-9806.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements, and other information can be inspected and
copied at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C., and at the Commission's regional offices at 7 World Trade
Center, New York, New York, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois. Copies of such material also can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock is listed on the New York, Chicago, and Pacific Stock Exchanges.
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Reports, proxy statements, and other information concerning the Corporation
can be inspected at the respective offices of such Exchanges, located at:
20 Broad Street, New York, New York 10005; One Financial Place, 440 South
LaSalle Street, Chicago, Illinois 60605; and 301 Pine Street, San
Francisco, California 94104.
This Prospectus relates to more than one registration statement and
constitutes a part of each of the registration statements filed by the
Corporation with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the registration statements, and reference is
hereby made to the most recently filed registration statement to which this
Prospectus relates and related exhibits for further information with
respect to the Corporation and the securities offered hereby. Any
statements contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is made to the
copy of such document filed as an exhibit to the most recently filed
registration statement to which this Prospectus relates or otherwise filed
with the Commission. Each such statement is qualified in its entirety by
such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Corporation with the Commission
are incorporated by reference in this Prospectus:
1. The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
3. The Corporation's Current Reports on Form 8-K filed with the
Commission on February 23, 1996 , April 26, 1996 and July 22,
1996.
4. The description of the Common Stock appearing on pages 40 through
45 of the prospectus of COMSAT Capital II, L.P. contained as part
of the Corporation's Registration Statement No. 33-59841, filed
with the Commission on June 2, 1995.
In addition, all documents filed by COMSAT with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement
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contained in this Prospectus or in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
COMSAT will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or
may be incorporated by reference in this Prospectus, other than exhibits to
such documents. Requests for such copies should be directed to:
Shareholder Services
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
301-214-3200
4
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<TABLE>
<CAPTION>
<S> <C> <C>
Table of Contents
Page
For Florida Residents Only 2
Available Information 2
Documents Incorporated by Reference 3
Plan Description 6
Purpose 6
Plan Features 7
Administration 7
Eligibility 7
Enrollment Procedures 7
Effective Date of Enrollment 8
Investment Dates 8
Optional Cash Investments and Initial Investments 8
Costs 9
Source and Price of Shares Purchased 9
Certificates 10
Certificate Deposit 10
Sale of Shares 10
Termination of Participation 11
Recordkeeping and Reports 11
Shares Held by Broker 11
Gifts and Transfers of Shares 12
Stock Splits, Stock Dividends, Warrants 12
Voting 12
Changes to or Discontinuation of the Plan 12
Liability Limitations 13
Tax Consequences 13
Use of Proceeds 14
The Corporation 14
Legal Matters 15
Experts 15
</TABLE>
5
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COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
301-214-3000
INVESTORS PLUS PLAN DESCRIPTION
The following is a complete statement of the Plan.
PURPOSE
The purpose of the Plan is to provide shareholders and other
interested investors with a convenient and economical way of purchasing
shares of Common Stock and reinvesting cash dividends in additional shares
of Common Stock.
Shares offered pursuant to the Plan ordinarily will be original-issue
shares, and COMSAT will receive the net proceeds of such sales. COMSAT
intends to use any such net proceeds for general corporate purposes. From
time to time, however, shares of Common Stock may be purchased in the open
market or in negotiated transactions by the Plan Administrator on behalf of
Plan participants. The Corporation will not receive any portion of the
proceeds from the sale of shares offered pursuant to the Plan which are
acquired by the Plan Administrator in the open market or in negotiated
transactions. See "Use of Proceeds."
Plan Features include:
o Cash dividends are reinvested automatically for Participants on
all full and fractional shares held in their Plan accounts or
registered in their names.
o Participants may make additional cash payments for Common Stock
purchases of $50 to $10,000 per month; these optional payments
may be made regularly or occasionally, as the Participant wishes.
o Persons not currently owning COMSAT shares may become
Participants with an initial cash contribution of $250 to $10,000
to purchase shares under the Plan.
o No brokerage commissions or service fees are charged for
purchases of shares under the Plan.
o Common Stock certificates may be deposited with the Administrator
for safekeeping at no cost.
o Shares held by the Administrator in a Participant's account may
be sold for a nominal cost.
o Participants may make gifts of stock to family members and others
by transferring shares to another account,
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new or old, or by an initial cash contribution of $250 or more.
o The Purchase Price for shares purchased under the Plan will be
determined for each Investment Date. See "Source and Price of
Shares Purchased." As a result, Plan participants will not be
able to control the price at which shares are purchased for their
account.
ADMINISTRATION
The Bank of New York, or such other administrator as may be appointed
from time-to-time by the Corporation, (the "Administrator") will administer
the Plan, purchase and hold shares of Common Stock acquired under the Plan,
keep records, send statements of account activity and perform other duties
related to the Plan. Common Stock purchased under the Plan will be
registered in the name of the Administrator or its nominee, and the
Administrator will maintain an individual account for each Participant.
Questions concerning enrollment or a Participant's account should be
addressed to:
The Bank of New York
c/o Securities Transfer Division
P.O. Box 1958
Newark, NJ 07101-9774
ELIGIBILITY
Any person or entity, whether or not a holder of record of COMSAT
Common Stock, is eligible to participate in the Plan by taking the steps
described below under "Enrollment Procedures." However, before enrolling in
the Plan, citizens or residents of a country other than the United States,
its territories and possessions should determine whether participation in
this type of plan is prohibited or restricted by local laws or regulations
in their country.
ENROLLMENT PROCEDURES
Shareholders of Record
----------------------
After receiving a copy of the Plan Prospectus, shareholders of record
may enroll at any time by signing and returning an Authorization Form. Once
enrolled, all cash dividends are automatically reinvested in additional
shares of the Corporation's Common Stock.
New Investors
-------------
After receiving a copy of the Plan Prospectus, anyone may apply for
enrollment in the Plan by completing, signing and returning an Enrollment
Form, together with a check or money
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order of not less than $250 or more than $10,000. See the "Optional Cash
Investments and Initial Investments" section for relevant information.
The Enrollment Form requires a separate document (transfer
application) which must be completed by new investors to assist the
Corporation in complying with certain ownership requirements with respect
to the percentage of total shares held by (a) "communications common
carriers" (generally individuals or entities engaged in interstate or
foreign communication for hire by wire or radio), and (b) persons who are
not U.S. citizens. A summary of the requirements, which fulfill provisions
of the Communications Satellite Act of 1962 and the Corporation's Articles
of Incorporation governing ownership of shares of stock of the Corporation,
is included on this form.
EFFECTIVE DATE OF ENROLLMENT
Enrollment in the Plan will be effective on receipt and acceptance of
a properly executed Authorization or Enrollment Form by the Administrator.
Dividend reinvestment will begin with the next dividend payable, provided
the Participant's enrollment is effective by the dividend record date.
INVESTMENT DATES
In months in which cash dividends are paid on the Corporation's Common
Stock, the Investment Date for optional cash payments and for initial
enrollment will be the same as the dividend payment date, generally the
second Monday of March, June, September and December. In months in which
cash dividends are not paid, the Investment Date will be the tenth (10th)
calendar day of each month, unless such day falls on a holiday or weekend,
in which case the Investment Date will be the next succeeding business day.
When shares are purchased directly from the Corporation under the
Plan, shares will be purchased from the Corporation on the Investment Date.
When shares are purchased on the open market or in negotiated transactions
under the Plan, purchases will be made on the Investment Date or as soon as
practicable thereafter and, in any event, no later than 30 days after the
Investment Date described above, as applicable, consistent with the
fiduciary obligations of the Administrator and except as required by
applicable laws or regulations. See "Source and Price of Shares Purchased."
OPTIONAL CASH INVESTMENTS AND INITIAL INVESTMENTS
Once enrolled in the Plan, optional cash investments of $50 to $10,000
per month may be made regularly or occasionally, as a Participant wishes,
for purchase of additional shares of Common Stock. Such investments are
made by check or money order payable to The Bank of New York.
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Initial investments, for those who do not already own Common Stock,
must be at least $250 and must be made by check or money order, payable to
The Bank of New York, included with the completed Enrollment Form returned
to the Administrator.
Optional cash investments and initial investments must be received by
the Administrator on the business day before an Investment Date to be
invested for that date.
No interest will be paid on payments held by the Administrator. On
written request by a Participant, received at least two business days
before an Investment Date, a payment not already invested can be returned.
It may take up to three weeks to provide a refund check, since any payment
check would have to clear its paying bank before a refund could be made.
Checks drawn on a foreign bank are subject to collection and
collection fees, and will be invested on the next Investment Date following
collection of funds.
COSTS
Participants will not incur any brokerage or service charges for
purchases they make under the Plan, or for deposit of certificates with the
Administrator. These costs will be paid by the Corporation.
Participants will be charged a five dollar fee plus a brokerage fee of
six cents per share for each sale of shares held in their Plan account. The
sale of shares will be effected by a brokerage firm selected by the
Administrator, which may be an affiliate of the Administrator but will not be
an affiliate of the Corporation.
SOURCE AND PRICE OF SHARES PURCHASED
The shares of Common Stock ordinarily will be purchased by the
Administrator from the Corporation from authorized but previously unissued
shares. The price for shares purchased from the Corporation will be the
average of the high and low sales price of the Common Stock on the relevant
Investment Date as reported on the New York Stock Exchange Consolidated
Tape.
The Corporation reserves the right to direct the Administrator to
purchase shares for the Plan either from the Corporation or on the open
market or in negotiated transactions if it is determined that the
Corporation's need to raise additional capital has changed or there is
another compelling reason for a change. Purchases of shares on the open
market or in negotiated transactions will be made as soon as practicable
and, in any event, within not more than 30 days after a relevant Investment
Date, consistent with the fiduciary obligations of the Administrator and
except as required by applicable laws or regulations. In such event, the
purchase price will be the
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average price paid by the Administrator for all such shares purchased with
respect to the Investment Date.
CERTIFICATES
Shares purchased under the Plan will be held in safekeeping by the
Administrator in its name or the name of its nominee. A Participant may
obtain certificates from an account by written request to the Administrator
for some or all of the shares held. Regardless of who holds the shares, all
cash dividends will continue to be invested under the Plan unless a
Participant terminates participation.
Except as described below under "Gifts and Transfer of Shares," shares
held by the Administrator in a Participant's Plan account may not be
pledged or assigned. If a Participant wishes to pledge or assign shares, a
certificate for such shares must be obtained from the Administrator.
Certificates will not be issued for fractional shares.
CERTIFICATE DEPOSIT
A Participant may deposit share certificates with the Administrator
for safekeeping at any time; all fees for this service will be paid by the
Corporation. Shares deposited will be transferred from the Participant to
the Administrator or its nominee, and will be credited to the Participant's
account and be reflected in quarterly account statements. The deposited
shares will be treated in the same manner as shares purchased through the
Plan.
The Certificate Deposit feature offers two advantages:
(a) the risk associated with loss, theft or destruction of
certificates is eliminated; otherwise, in the case of a lost or
stolen certificate, no sale or transfer may occur until a
replacement is obtained, which can be a cumbersome process; and
(b) since shares deposited with the Administrator are treated in the
same manner as shares purchased through the Plan, they may be
transferred or sold through the Plan in a convenient and
efficient manner (see the "Sale of Shares," "Termination of
Participation" and "Gifts and Transfers of Shares" sections).
Participants who wish to deposit their COMSAT Common Stock
certificates with the Administrator should send a written request to the
Administrator, together with the original stock certificates, by
registered, insured mail. The request must be signed by all of the
registered holders. The certificates should not be endorsed.
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SALE OF SHARES
A Participant may request the Administrator to sell some or all whole
shares held by the Administrator in the Participant's account by written
instruction to the Administrator. The quarterly account statements contain
a convenient form for this purpose. The sale will be made in the open
market as soon as practicable after receipt of a written request. Proceeds
of the sale, less a charge of five dollars and a brokerage fee of six cents
per share sold, will be paid to the Participant by check.
A Participant's account generally will be automatically terminated if
the Participant no longer holds any shares in certificate form and the Plan
shares are less than one full share.
If a Participant continues to hold shares registered in such
Participant's name after the sale of all shares held by the Administrator,
dividends on those shares will continue to be reinvested.
TERMINATION OF PARTICIPATION
A Participant may terminate participation in the Plan at any time by
written notice to the Administrator. The quarterly account statements
contain a convenient form for this purpose. On termination the Participant
may elect either: (a) a certificate for all full shares and a check for the
net proceeds from the sale of any fraction of a share; or (b) a check for
the net proceeds from the sale of all shares held in the Participant's
account. The transaction will be effected as soon as practicable after
receipt of written notice, but not before all optional cash payments have
cleared to the Administrator's account. Termination charges are five
dollars per account terminated, and six cents per share sold; these charges
will be deducted from the proceeds of the sale of shares, or in the case of
(a) above, from the proceeds of the sale of the fraction of a share.
RECORDKEEPING AND REPORTS
The Administrator will confirm optional cash investments, initial
investments and sale transactions to each Participant. On a quarterly
basis, in the months in which dividends are paid, each Participant will
receive a statement reflecting account activity through that quarter,
including dates of purchase, prices of shares purchased, and any taxes
withheld. Participants should always retain the most recent quarterly
statement for the year to be able to establish the cost basis of shares
purchased under the Plan for income tax and other purposes.
SHARES HELD BY BROKER
Any shareholder who has shares of COMSAT Common Stock held by a broker
and wishes to become a Participant in the Plan may
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request their broker to issue a certificate to them, and then may join the
Plan as a registered shareholder by signing and returning an Authorization
Form.
GIFTS AND TRANSFERS OF SHARES
If a Participant wishes to make a gift of shares either from his or
her own account, or by enrolling an individual in the Plan with an
investment of $250 to $10,000, or wishes to transfer shares to another
Participant's account by private sale or otherwise, the Participant should
contact the Administrator for instructions and for the proper forms
required for the transaction.
Participants considering a gift or transfer of shares should consult
with their own tax advisor for advice applicable to the specific situation.
STOCK SPLITS, STOCK DIVIDENDS, WARRANTS
If the Corporation pays a stock dividend or declares a stock split,
any shares distributed by the Corporation on shares held by the
Administrator for a Participant's account will be added to the
Participant's account. For those shares registered in a Participant's name
and held in certificated form by the Participant, any shares distributed
pursuant to a stock split or stock dividend may be mailed directly to the
Participant in the same manner as to shareholders who are not participating
in the Plan, or may be credited to the Participant's account.
In the event that the Corporation makes available to its holders of
Common Stock rights to subscribe to additional shares, debentures or other
securities, the Administrator will, to the extent possible, sell all rights
received on shares held by it under the Plan as promptly as possible and
invest the proceeds of the sale in the same manner as cash, and the shares
so purchased will be credited proportionately to the accounts of the
Participants in the Plan. Participants wishing to exercise such rights may
withdraw shares credited to their accounts, provided that such withdrawal
is made prior to the record date for the shareholders entitled to such
rights.
VOTING
One proxy card will be mailed to each Participant combining all full
and fractional shares held in the Plan and shares, if any, registered in
the Participant's own name. All shares and fractional shares will be voted
in accordance with instructions given on the proxy card.
CHANGES TO OR DISCONTINUATION OF THE PLAN
The Corporation reserves the right to amend, modify, suspend or
terminate the Plan, or any provision thereof, at any time, or in respect of
Participants in one or more jurisdictions. Notice
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of any material amendment, modification, suspension or termination will be
mailed to Participants at least thirty days in advance of the effective
date.
If the Plan is terminated, any uninvested initial cash investments or
optional cash payments will be returned, certificates for Common Stock
credited to Participants' accounts under the Plan will be issued to them
and a cash payment will be made for any fractional share credited to an
account.
LIABILITY LIMITATIONS
Neither COMSAT nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors or subcontractors)
shall be liable in administering the Plan for any act done in good faith or
for any good faith omission to act, including, without limitation, any
claims of liability (a) with respect to the prices at which shares are
purchased or sold for a Participant's account and the times when such
purchases or sales are made, (b) for any fluctuation in the market value of
COMSAT Common Stock after purchase or sale of shares, or (c) for
continuation of such Participant's account until receipt by the
Administrator of written notice of termination or written evidence of such
Participant's death. The foregoing does not limit any liability COMSAT may
incur under the Securities Act.
Neither COMSAT nor the Administrator can ensure a profit or protect
against a loss on shares purchased or sold under the Plan.
TAX CONSEQUENCES
In general, the amount of cash dividends paid by the Corporation is
includable in reported income even though reinvested under the Plan. The
cost basis for federal income tax purposes of any shares acquired through
the Plan will be the price at which the shares are credited by the
Administrator to the account of the Participant as described in the section
entitled "Source and Price of Shares Purchased".
The above rules may not be applicable to all Participants in the Plan,
such as tax-exempt entities (e.g., pension funds) and foreign shareholders,
and, therefore, Participants in the Plan are advised to consult their own
tax advisor with respect to the tax consequences (including federal, state,
local and other tax laws and tax withholding laws) applicable to their
particular situations.
In the case of Participants in the Plan whose dividends are subject to
U.S. backup withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld.
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In the case of foreign shareholders whose dividends are subject to
U.S. federal tax withholding, the Administrator will reinvest dividends
less the amount of tax required to be withheld. The filing of any
documentation required to obtain a reduction in U.S. withholding is the
responsibility of the shareholder.
A Participant will realize a gain or loss when shares held in the
Participant's Plan account are sold and when the Participant receives a
cash payment for a fraction of a share credited to the Participant's
account. The amount of such gain or loss will be the difference between the
amount which the Participant receives for the shares or fraction of a share
and the tax basis thereof. The proceeds of such transactions are required
to be reported to the Internal Revenue Service.
For tax purposes, Participants should retain their most recent
quarterly statement for detailed account activity. The Administrator will
send a Form 1099 to each Participant at the end of the calendar year.
USE OF PROCEEDS
It is intended that net proceeds received by the Corporation from the
sale of original-issue shares offered pursuant to the Plan will be used for
general corporate purposes. While shares offered under the Plan generally
will be original-issue shares, from time to time shares of Common Stock may
be purchased in the open market or in negotiated transactions by the Plan
Administrator on behalf of Plan participants. The Corporation will not
receive any portion of the proceeds from the sale of shares offered
pursuant to the Plan which are acquired by the Plan Administrator in the
open market or in negotiated transactions.
THE CORPORATION
COMSAT Corporation was incorporated in the District of Columbia in
1963, as authorized by the Communications Satellite Act of 1962 (the
"Satellite Act"). The Corporation's principal executive offices are located
at 6560 Rock Spring Drive, Bethesda, Maryland, and its telephone number is
301-214-3000.
The Corporation reports operating results in three primary business
segments: International Communications, Technology Services and
Entertainment.
The International Communications segment consists of the COMSAT World
Systems (CWS), COMSAT Mobile Communications (CMC) and COMSAT International
Ventures (CIV) businesses. CWS provides voice, data, video and audio
communications services between the U.S. and other countries using the
satellite system of the International Telecommunications Satellite
Organization (INTELSAT). CMC provides voice, data, fax, telex and
information
14
<PAGE>
services for ships, aircraft and land mobile applications throughout the
world primarily using the satellite system of the International Mobile
Satellite Organization (Inmarsat). CIV develops, acquires and manages
telecommunications companies in emerging overseas markets. These ventures
provide a wide array of private-line and public-switched communications
services and equipment installations. The Technology Services segment
consists of the financial results of COMSAT RSI, Inc. (CRSI) and COMSAT
Laboratories, which include the design and manufacture of voice and data
communications networks and products, system integration services, and
applied research and technology services for worldwide users. The
Entertainment segment consists of the financial results of Ascent
Entertainment Group, Inc. (Ascent), of which the Corporation owns 80.67%.
Ascent, through its subsidiaries, provides on-demand entertainment
programming and information services primarily to the domestic lodging
industry, owns a professional basketball team and a professional hockey
team, owns a film and television production company, and provides satellite
distribution support services.
Pursuant to the Satellite Act and the Corporation's Articles of
Incorporation, there are certain limitations on ownership of the
Corporation's Common Stock that are intended to ensure that the Common
Stock is widely held. Shares will not be purchased under the Plan in
violation of these provisions. The ownership limitations specify that (i)
no more than fifty (50) percent of the Common Stock may be held by
communications common carriers; (ii) no more than twenty (20) percent of
the stock held by the public (non-common carriers) may be held by persons
who are not U.S. citizens; and (iii) no more than ten (10) percent of the
Common Stock, or a lesser amount if determined by the Corporation's Board
of Directors, may be held by any one person or affiliated group of persons.
The Corporation's Articles of Incorporation authorize the Board to
establish an ownership limitation below the 10 percent statutory maximum.
Pursuant to this authority, the Board has set the ownership limitation at
10 percent and has also established a voting limitation of 5 percent
pursuant to which shares owned in excess of the 5 percent limitation, but
not in excess of the 10 percent limitation, may not be voted by the holder
but will be voted pro rata with all other shares of Common Stock voted on
any given matter. A complete description of the limitations may be obtained
from the Corporation.
LEGAL MATTERS
Legal matters with respect to COMSAT Common Stock being offered hereby
have been passed upon by Warren Y. Zeger, Vice President, General Counsel
and Secretary of the Corporation. As of March 1, 1996, Mr. Zeger was the
beneficial owner of 131,071 shares of COMSAT Common Stock, including
options to purchase 105,144 shares of COMSAT Common Stock that are
exercisable within 60 days of the date thereof.
15
<PAGE>
EXPERTS
The Corporation's consolidated financial statements and the related
financial statement schedules, incorporated in this Prospectus by reference
from the Corporation's Annual Report on Form 10-K, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by the
registrant with respect to the offering described in this Registration
Statement:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee.......................................................$ 7,435
Fees and expenses of Plan Administration.................................................................. 175,000*
Printing and distribution of Prospectus and
miscellaneous material................................................................................. 20,000*
Legal fees and expenses................................................................................... 5,000*
Accounting fees and expenses.............................................................................. 5,000*
Blue sky fees and expenses (including legal).............................................................. 10,000*
Miscellaneous fees and expenses........................................................................... 10,000*
-------
Total.................................................................................................$232,435*
=========
</TABLE>
*Estimated
Item 16. Exhibits
The exhibits listed below are listed according to the number assigned
in the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Articles of Incorporation of COMSAT
Corporation (composite copy; as amended
through June 1, 1993) (Incorporated by
reference to Exhibit 4(a) to
Registrant's Registration Statement on
Form S-3 (No. 33- 51661) filed on
December 22, 1993).
4.2 By-laws of COMSAT Corporation (as
amended through February 16, 1996)
(Incorporated by reference to Exhibit
3(b) to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1995).
4.3 Specimen of a certificate representing
Series I shares of COMSAT Common Stock,
without par value, registered under
Section 12 of the Securities Exchange
Act of 1934, which are held by citizens
of the United States (Incorporated by
reference from Exhibit No. 4(a) to
Registrant's Report on Form 10-K for
the fiscal year ended December 31,
1993).
4.4 Specimen of a certificate representing
Series I shares of COMSAT Common Stock,
without par value, registered under
Section 12 of the Securities Exchange
Act of 1934, which are
<PAGE>
held by aliens(Incorporated by
reference from Exhibit No. 4(b) to
Registrant's Report on Form 10-K for
the fiscal year ended December 31,
1982).
4.5 Specimen of a certificate representing
Series II shares of COMSAT Common
Stock, without par value, registered
under Section 12 of the Securities
Exchange Act of 1934 (Incorporated by
reference from Exhibit No. 4(c) to
Registrant's Report on Form 10-K for
the fiscal year ended December 31,
1982).
5* Opinion of Warren Y. Zeger, Vice President,
General Counsel and Secretary of the
registrant, as to the legality of the
Common Stock to which this Registration
Statement relates.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Warren Y. Zeger (contained in
Exhibit 5).
24.1* Powers of Attorney.
24.2 Power of Attorney from Betty C. Alewine.
__________
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Pre-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the County of Montgomery, Maryland, on August 7, 1996.
COMSAT Corporation
(Registrant)
By /s/ Allen E. Flower
----------------------------
Allen E. Flower
Vice President and Chief
Financial Officer and Acting
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to this Registration Statement has been
signed by the following persons in the capacities indicated and on August
7, 1996.
(1) Principal executive officer
/s/ Betty C. Alewine*
----------------------------------
(Betty C. Alewine, President
and Chief Executive Officer)
(2) Principal financial officer
/s/ Allen E. Flower
----------------------------------
(Allen E. Flower, Vice President
and Chief Financial Officer and
Acting Treasurer)
(3) Principal accounting officer
/s/ Alan G. Korobov*
----------------------------------
(Alan G. Korobov, Controller)
<PAGE>
(4) Board of Directors
/s/ Betty C. Alewine*
----------------------------------
(Betty C. Alewine, Director)
/s/ Lucy Wilson Benson*
----------------------------------
(Lucy Wilson Benson, Director)
/s/ Edwin I. Colodny*
----------------------------------
(Edwin I. Colodny, Director)
----------------------------------
(Lawrence S. Eagleburger, Director)
/s/ Neal B. Freeman*
----------------------------------
(Neal B. Freeman, Director)
----------------------------------
(Barry M. Goldwater, Director)
/s/ Arthur Hauspurg*
----------------------------------
(Arthur Hauspurg, Director)
----------------------------------
(Caleb B. Hurtt, Director)
/s/ Peter S. Knight*
----------------------------------
(Peter S. Knight, Director)
/s/ Peter W. Likins*
----------------------------------
(Peter W. Likins, Director)
<PAGE>
/s/ Howard M. Love*
----------------------------------
(Howard M. Love, Director)
/s/ Charles G. Manatt*
----------------------------------
(Charles G. Manatt, Director)
/s/ Robert G. Schwartz*
----------------------------------
(Robert G. Schwartz, Director)
/s/ C. J. Silas*
----------------------------------
(C. J. Silas, Chairman of the Board
and Director)
/s/ Dolores D. Wharton*
----------------------------------
(Dolores D. Wharton, Director)
*/s/ Allen E. Flower
- ----------------------------------
Allen E. Flower
as Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- -----------------------------------------------------------------------------
4.1 Articles of Incorporation of COMSAT
Corporation (composite copy; as amended through
June 1, 1993) (Incorporated by reference to
Exhibit 4(a) to Registrant's Registration
Statement on Form S-3 (No. 33-51661) filed on
December 22, 1993).
4.2 By-laws of COMSAT Corporation (as amended
through February 16, 1996) (Incorporated by
reference to Exhibit 3.2 to Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1995).
4.3 Specimen of a certificate representing Series I
shares of COMSAT Common Stock, without par value,
registered under Section 12 of the Securities
Exchange Act of 1934, which are held by citizens
of the United States (Incorporated by reference
from Exhibit No. 4(a) to Registrant's Report on
Form 10-K for the fiscal year ended December 31,
1993).
4.4 Specimen of a certificate representing Series I
shares of COMSAT Common Stock, without par
value, registered under Section 12 of the
Securities Exchange Act of 1934, which are held
by aliens (Incorporated by reference from
Exhibit No. 4(b) to Registrant's Report on Form
10-K for the fiscal year ended December 31,
1982).
4.5 Specimen of a certificate representing Series II
shares of COMSAT Common Stock, without par value,
registered under Section 12 of the Securities
Exchange Act of 1934 (Incorporated by reference
from Exhibit No. 4(c) to Registrant's Report on
Form 10-K for the fiscal year ended December 31,
1982).
5* Opinion of Warren Y. Zeger, Vice
President, General Counsel and Secretary
of the registrant, as to the legality
of the Common Stock to which this
Registration Statement relates.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Warren Y. Zeger (con-
tained in Exhibit 5).
24.1* Powers of Attorney.
24.2 Power of Attorney from Betty C. Alewine.
_________
* Previously filed.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to the Registration Statement of COMSAT Corporation on Form
S-3 of our report (which includes an explanatory paragraph referring to the
change in the method of accounting for income taxes) dated February 15,
1996, relating to the consolidated financial statements and financial
statement schedules of COMSAT Corporation, appearing in the Annual Report
on Form 10-K of COMSAT Corporation for the year ended December 31, 1995,
and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
Deloitte & Touche LLP
Washington, D.C.
August 7, 1996
<PAGE>
Exhibit 24.2
COMSAT CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints Allen E. Flower, Vice President and
Chief Financial Officer, Warren Y. Zeger, Vice President, General Counsel,
and Secretary and Robert N. Davis, Jr., Assistant General Counsel, and each
of them severally, her true and lawful attorneys to execute (in the name of
and on behalf of and as attorneys for the undersigned) a Registration
Statement on Form S-3 relating to 750,000 shares of the Corporation's
Common Stock to be sold pursuant to the Corporation's INVESTORS Plus Plan,
and any and all amendments to such Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.
Principal executive officer
and director
Date: August 1, 1996 /s/ Betty C. Alewine
---------------------------------
(Betty C. Alewine, President,
Chief Executive Officer and a
director)
