SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 1998
COMSAT Corporation
(Exact name of Registrant as specified in Charter)
District of Columbia 1-4929 52-0781863
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
6560 Rock Spring Drive, Bethesda, MD 20817
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (301) 214-3000
Not Applicable.
(Former name or former address, if changed since last report).
<PAGE>
Item 5. Other Events
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On March 17, 1998, the Corporation issued a press release announcing
that the Corporation signed a stock purchase agreement to sell
substantially all of COMSAT RSI, Inc. (CRSI) to a subsidiary of TBG
Industries, Inc. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits (listed according to the number assigned in Item 601 of
Regulation S-K).
Exhibit No. Description
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99.1 Press Release dated March 17, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
COMSAT Corporation
By: /s/ Alan Korobov
----------------
Alan Korobov
Controller
Date: March 18, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 17, 1998
<PAGE>
FROM: COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
PHONE: 301 214 3442
FAX: 301 214 7130
DATE: March 17, 1998
For Immediate Release
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COMSAT CORPORATION SIGNS AGREEMENT
TO SELL CRSI MANUFACTURING DIVISION
BETHESDA, Md. - COMSAT Corporation announced today that it has signed a
stock purchase agreement to sell substantially all of COMSAT RSI, Inc.
(CRSI), which was placed in discontinued operations in June 1997, to a
subsidiary of TBG Industries, Inc. CRSI designs, manufactures and
integrates earth stations as well as wireless and advanced antenna systems.
"The CRSI sale will complete another milestone in our strategy to
restructure COMSAT's balance sheet," said COMSAT President and Chief
Executive Officer Betty C. Alewine. "Completion of this sale, along with
last year's spin-off of Ascent Entertainment Group, Inc., leads us forward
as a smaller, healthier, more strategically focused company with a stronger
balance sheet and significantly less short-term debt."
"These actions also enable us to focus fully our company's resources
on three key shareholder value drivers already underway: satellite asset
valuation through privatization of INTELSAT and Inmarsat, regulatory relief
achieved by reclassification to non-dominant carrier status, and
pro-competitive reform of the Communications Satellite Act," Alewine said.
"COMSAT has made significant progress, particularly with the planned
partial privatization of INTELSAT and proposed full privatization of
Inmarsat. We also continue to work with the U.S. government to affect
regulatory and legislative change necessary to allow us to compete more
effectively in the global telecommunications marketplace."
The CRSI sale price of $116.5 million is subject to adjustment based
on inter-company loans and advances between COMSAT Corporation and CRSI at
the time of closing. The financial impact of the transaction was included
in the corporation's 1997 loss from discontinued operations. As previously
announced, COMSAT will use proceeds from the sale of CRSI to repay
short-term debt.
--more--
<PAGE>
As part of the agreement, the Corporation is retaining
Electromechanical Systems, Inc. (EMS) and Plexsys International
Corporation, pending the evaluation of available alternatives. COMSAT also
will retain and complete a long-term construction contract for a radio
telescope in Green Bank, W.Va. As previously announced, COMSAT sold
substantially all of the assets of JEFA Wireless Systems, a wholly owned
subsidiary of CRSI, in a separate transaction.
Closing for the CRSI sale is expected to occur on or before June 30,
1998, and is dependent upon completion of certain conditions agreed to by
the parties, third party consents and regulatory filings.
Some of the statements in this news release are forward looking, and
are based on COMSAT management's current expectations and assumptions. The
timing and completion of the sale of CRSI are subject to, and may be
affected adversely by, a number of factors which are not wholly within the
control of the corporation including governmental action on regulatory
filings, receipt of third-party consents and satisfaction of other closing
conditions agreed to by the parties.
COMSAT Corporation (NYSE: CQ) is a global provider of satellite
services and digital networking services and technology.
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CONTACT:
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Janet Dewar Vice President, Corporate Affairs +1 301 214 3442
Gary Sharpe Director, Investor Relations +1 301 214 3244
