As filed with the Securities and Exchange Commission on May 1, 1996
Registration No. 33- ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
==========================
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 offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
<PAGE>
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. [ ]
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
========================================================================================================================
Proposed Proposed
Title of maximum maximum
shares Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ------------------------------------------------------------------------------------------------------------------------
Common
Stock
(without 757,219*
par value) shares $28.75** $21,562,500 $7,435.35**
========================================================================================================================
</TABLE>
* Includes 7,219 shares that are carried over from the Registrant's Registration
Statement on Form S-3 (No. 33-51661) pursuant to Rule 429(b) as to which a
registration fee of $78.41 has previously been paid.
** Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices of the
registrant's Common Stock on the New York Stock Exchange Consolidated Tape on
April 26, 1996.
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.
Advantages are:
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.
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 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 by negotiated
transactions. In this event, 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 April 29, 1996, as
shown on the New York Stock Exchange Consolidated Tape, was $30.50 per share.
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 Current Reports on Form 8-K filed with the
Commission on February 23, 1996 and April 26, 1996.
3. The description of the Common Stock appearing on pages 40 through 45
of the prospectus of COMSAT Capital I, 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 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
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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 of Contents
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Page
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For Florida Residents Only 2
Available Information 2
Documents Incorporated by Reference 3
Plan Description 6
Purpose 6
Advantages 6
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 9
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 11
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
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 a convenient and economical way of purchasing shares of Common Stock
of the Corporation, and of reinvesting cash dividends in additional shares of
Common Stock.
Because it is intended that the shares purchased under the Plan ordinarily
will be purchased directly from the Corporation, COMSAT will receive the net
proceeds of such sales. COMSAT intends to use any such net proceeds for general
corporate purposes.
Advantages
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, new or old, or by an initial
cash contribution of $250 or more.
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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 order of not less than $250 or more than $10,000.
See the "Optional Cash Investments and Initial Investments" section for relevant
information.
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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
is 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.
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.
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 prior to an
Investment Date. 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
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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.
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 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
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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
Transfer 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.
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.
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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 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.
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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 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.
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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.
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
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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 Common Stock offered pursuant to the Plan will be used for general corporate
purposes.
THE CORPORATION
COMSAT Corporation, the issuer of the Common Stock herein offered, 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, MD,
and its telephone number is 301-214-3000.
The Corporation has four primary business segments: International
Communications, Mobile Communications, Technology Services and Entertainment.
The International Communications segment consists of the COMSAT World
Systems (CWS) 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). 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 Mobile Communications segment consists of
COMSAT Mobile Communications (CMC). CMC provides voice, data, fax, telex and
information services for ships, aircraft and land mobile applications throughout
the world primarily using the satellite system of the International Mobile
Satellite Organization (Inmarsat). 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
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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.
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.
15
<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:
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).......................... 5,000*
Miscellaneous fees and expenses....................................... 10,000*
-------
Total...................................................... $227,435*
*Estimated
Item 15. Indemnification of Officers and Directors.
Reference is made to the provisions of Article III of the registrant's
Articles of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the registrant's Bylaws filed as Exhibit 4(b) hereto.
Section 29-304 of the District of Columbia Business Corporations Act
provides a District of Columbia corporation shall have the power to indemnify
any and all of its directors or officers or former directors or officers or any
person who may have served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
directors or officers or a director or officer of the corporation, or of such
other corporation, except in relation to matters as to which any such director
or officer or former director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders, or otherwise.
There are in effect directors' and officers' liability insurance policies
which insure the registrant's directors and officers against certain liabilities
that they may incur in such capacities.
<PAGE>
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 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).
<PAGE>
24 Powers of Attorney.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or event arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(b) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,
<PAGE>
officers, and controlling persons of the registrant pursuant to the provisions
specified in Item 15 of this Registration Statement, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, Maryland, on May 1, 1996.
COMSAT Corporation
(Registrant)
By /s/ Warren Y. Zeger
-------------------------------------
Warren Y. Zeger
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on May 1, 1996.
(1) Principal executive officer
/s/ Bruce L. Crockett*
-----------------------------------
(Bruce L. Crockett, 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/ Lucy Wilson Benson*
-----------------------------------
(Lucy Wilson Benson, Director)
/s/ Edwin I. Colodny*
-----------------------------------
(Edwin I. Colodny, Director)
/s/ Bruce L. Crockett*
-----------------------------------
(Bruce L. Crockett, Director)
-----------------------------------
(Lawrence S. Eagleburger, Director)
/s/ Neal B. Freeman*
-----------------------------------
(Neal B. Freeman, Director)
-----------------------------------
(Barry M. Goldwater, Director)
/s/ Arthur Hauspurg*
-----------------------------------
(Arthur Hauspurg, Director)
/s/ Peter S. Knight*
-----------------------------------
(Peter S. Knight, Director)
/s/ Melvin R. Laird*
-----------------------------------
(Melvin R. Laird, Chairman of the
Board and 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, Director)
/s/ Dolores D. Wharton*
---------------------------------
(Dolores D. Wharton, Director)
*/s/ Warren Y. Zeger
Warren Y. Zeger
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 Powers of Attorney.
<PAGE>
Exhibit 5
May 1, 1996
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
Re: COMSAT Corporation INVESTORS Plus Dividend Reinvestment & Share
Purchase Plan
Gentlemen:
Referring to the Registration Statement on Form S-3 which COMSAT
Corporation (the Company) is filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the offering pursuant
to the Company's INVESTORS Plus Dividend Reinvestment & Share Purchase Plan (the
Plan) of up to 757,219 shares of the Company's common stock, without par value
(the Common Stock), I am of the opinion that:
1. The shares of Common Stock which are to be delivered by the Company
pursuant to the Plan have been duly and validly authorized by the Company.
2. The shares of Common Stock which are to be delivered by the Company
pursuant to the Plan, when issued and delivered in accordance with the terms of
the Plan, will be legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit No. 5 to the Registration Statement referenced
above.
Very truly yours,
\s\ Warren Y. Zeger
Warren Y. Zeger
Vice President, General
Counsel and Secretary
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this 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 & Touch LLP
Washington, D.C.
April 26, 1996
<PAGE>
Exhibit 24
COMSAT CORPORATION
POWERS OF ATTORNEY
Each of the undersigned hereby appoints Bruce L. Crockett, President and
Chief Executive Officer, 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, his
or 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.
(1) Principal executive officer
Date: April 19, 1996 /s/ Bruce L. Crockett
-----------------------------------
(Bruce L. Crockett, President
and Chief Executive Officer)
(2) Principal financial officer
Date: April 19, 1996 /s/ Allen E. Flower
-----------------------------------
(Allen E. Flower, Vice
President and Chief
Financial Officer)
(3) Principal accounting officer
Date: April 19, 1996 /s/ Alan G. Korobov
-----------------------------------
(Alan G. Korobov, Controller)
<PAGE>
(4) Board of Directors
Date: April 19, 1996 /s/ Lucy Wilson Benson
-----------------------------------
(Lucy Wilson Benson, Director)
Date: April 19, 1996 /s/ Edwin I. Colodny
-----------------------------------
(Edwin I. Colodny, Director)
Date: April 19, 1996 /s/ Bruce L. Crockett
-----------------------------------
(Bruce L. Crockett, Director)
-----------------------------------
Date: April 19, 1996 (Lawrence S. Eagleburger, Director)
Date: April 19, 1996 /s/ Neal B. Freeman
-----------------------------------
(Neal B. Freeman, Director)
-----------------------------------
Date: April 19, 1996 (Barry M. Goldwater, Director)
Date: April 19, 1996 /s/ Arthur Hauspurg
-----------------------------------
(Arthur Hauspurg, Director)
<PAGE>
Date: April 19, 1996 /s/ Peter S. Knight
-----------------------------------
(Peter S. Knight, Director)
Date: April 19, 1996 /s/ Melvin R. Laird
-----------------------------------
(Melvin R. Laird, Chairman of
the Board and Director)
Date: April 19, 1996 /s/ Peter W. Likins
-----------------------------------
(Peter W. Likins, Director)
Date: April 19, 1996 /s/ Howard M. Love
-----------------------------------
(Howard M. Love, Director)
Date: April 19, 1996 /s/ Charles G. Manatt
-----------------------------------
(Charles G. Manatt, Director)
Date: April 19, 1996 /s/ Robert G. Schwartz
-----------------------------------
(Robert G. Schwartz, Director)
Date: April 19, 1996 /s/ C. J. Silas
-----------------------------------
(C. J. Silas, Director)
Date: April 19, 1996 /s/ Dolores D. Wharton
-----------------------------------
(Dolores D. Wharton, Director)
