<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
LORAL CORPORATION
(Name of Issuer)
Common Stock par value $.25 per share
(Title of Class of Securities)
543859102
(CUSIP Number)
Secretary
Lehman Brothers Inc.
2 World Trade Center, 15th Floor
New York, New York 10048
(212)528-5772
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
June 16, 1994
(Date of Event which Required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 543859102
<TABLE>
<S> <C>
1. Name of Reporting Person - S.S. or I.R.S. No. of Above Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds (see instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E
/ /
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power
76,219
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power
76,219
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
76,219
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
/ /
</TABLE>
-2-
<PAGE> 3
<TABLE>
<S> <C>
13. Percent of Class Represented by Amount in Row (11)
.091%
14. Type of Reporting Person (see instructions)
PN
</TABLE>
-3-
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 543859102
<TABLE>
<S> <C>
1. Name of Reporting Person - S.S. or I.R.S. No. of Above Person
Lehman Brothers Capital Partners II, L.P.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds (see instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E)
/ /
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power
51,782
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power
51,782
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
51,782
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
/ /
</TABLE>
-4-
<PAGE> 5
<TABLE>
<S> <C>
13. Percent of Class Represented by Amount in Row (11)
.062%
14. Type of Reporting Person (see instructions)
PN
</TABLE>
-5-
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 543859102
<TABLE>
<S> <C>
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Offshore Investment Partnership - Japan, L.P.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds (see instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E)
/ /
6. Citizenship or Place of Organization
Bermuda
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power
7,962
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power
7,962
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,962
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
/ /
</TABLE>
-6-
<PAGE> 7
<TABLE>
<S> <C>
13. Percent of Class Represented by Amount in Row (11)
.009%
14. Type of Reporting Person (see instructions)
PN
</TABLE>
-7-
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 543859102
<TABLE>
<S> <C>
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Offshore Investment Partnership L.P.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds (see instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E)
/ /
6. Citizenship or Place of Organization
Bermuda
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power
20,942
8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power
20,942
10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,942
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
/ /
</TABLE>
-8-
<PAGE> 9
<TABLE>
<S> <C>
13. Percent of Class Represented by Amount in Row (11)
.025%
14. Type of Reporting Person (see instructions)
PN
</TABLE>
-9-
<PAGE> 10
Item 1. Security and Issuer.
The class of equity securities to which this Amended Schedule
13D relates is the Common Stock, par value $.25 per share (the "Common Stock"),
of Loral Corporation ("Company"), a New York corporation. The address of the
principal executive offices of the Company is 600 Third Avenue, New York, New
York 10016.
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term as in the initial
filing.
Item 2. Identity and Background.
This statement is filed on behalf of the following entities (the
"Reporting Persons"):
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
("US Partnership"), a Delaware limited partnership
World Financial Center
200 Vesey Street
New York, N.Y.
Lehman Brothers Capital Partners II, L.P. ("Employee
Partnership"), a Delaware limited partnership
World Financial Center
200 Vesey Street
New York, N.Y.
Lehman Brothers Offshore Investment Partnership L.P. ("Foreign
Partnership"), a Bermuda exempt partnership
Clarendon House
Hamilton HM, Bermuda
Lehman Brothers Offshore Partnership -- Japan L.P. ("Japan
Partnership"), a Bermuda exempt partnership
Clarendon House
Hamilton HM, Bermuda
The principal business of each of the Partnerships is the investment of its
capital. The Reporting Persons have consented to the filing of this joint
statement pursuant to a Joint Filing Agreement, a copy of which is attached
hereto as an exhibit.
The following are control persons (the "Control Persons") of
the Reporting Persons:
Lehman Brothers Merchant Banking Partners, Inc. ("Partners"),
a Delaware corporation
World Financial Center
200 Vesey Street
New York, N.Y.
Partners is the general partner of the US Partnership and is a
wholly-owned subsidiary of Group.
Lehman Brothers II Investment Inc. ("Investment"), a Delaware
corporation
World Financial Center
200 Vesey Street
New York, N.Y.
Investment is the general partner of the Employee Partnership
and is a wholly-owned subsidiary of Group.
-10-
<PAGE> 11
Lehman Brothers Offshore Partners Ltd. ("Offshore"), a Bermuda
corporation
Clarendon House
Hamilton HM, Bermuda
Offshore is the general partner of the Foreign Partnership and
the Japan Partnership. It is a wholly-owned subsidiary of
Group.
Lehman Brothers Holdings Inc. ("Holdings"), a Delaware
corporation
World Financial Center
200 Vesey Street
New York, N.Y.
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm. It is the immediate parent of
Group.
American Express Company ("AMEX") previously held all of the
outstanding shares of Holdings and was a control person. On May 31, 1994, AMEX
distributed all shares of common stock of Holdings it held on such date as a
common stock dividend to its shareholders. Therefore, AMEX is no longer a
control person of Holdings.
Lehman Brothers Group Inc. ("Group") was merged into Holdings
on May 2, 1994. Therefore, Group is no longer a Control Person.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the executive officers and
directors of the Reporting Persons and the Control Persons are set forth in
Appendix A hereto.
None of the Reporting Persons, or, to the best knowledge of
the Reporting Persons, none of the Control Persons and none of any of the
persons listed in Appendix A hereto has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of the Transaction
On June 23, 1994 Lehman Brothers Merchant Banking Portfolio
Partnership L.P. sold 1,457,281 shares of the Company's Common Stock, Lehman
Brothers Offshore Investment Partnership-Japan L.P. sold 152,224 shares of the
Company's Common Stock, Lehman Brothers Offshore Investment Partnership L.P.
sold 400,421 shares of the Company's Common Stock and Lehman Brothers Capital
Partners II, L.P. sold 990,074 shares of the Company's Common Stock to Loral
Master Pension Trust at $36 per share in a private transaction.
-11-
<PAGE> 12
Item 5. Interest in Securities of the Issuer
(See amended Appendix B)
(a) Except as described above, there were no purchases and
sales of Common Stock effected during the past 60 days by the Reporting Persons
or, to their knowledge, any person listed in Appendix A hereto.
(b) The Reporting Persons ceased to be a beneficial owner
(for Section 13(d) purposes) of more than 5% of the Common Stock on June 16,
1994.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The sales were effected pursuant to the Stock Purchase
Agreement, dated as of June 16, 1994, among Lehman Brothers Merchant Banking
Portfolio Partnership L.P., Lehman Brothers Capital Partners II, L.P., Lehman
Brothers Offshore Investment Partnership-Japan L.P., Lehman Brothers Offshore
Investment Partnership L.P., Loral Master Pension Trust and Loral Corporation
in the form of Exhibit I hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit I-Form of Purchase Agreement among Lehman Brothers
Merchant Banking Portfolio Partnership L.P., Lehman Brothers Capital Partners
II, L.P., Lehman Brothers Offshore Investment Partnership-Japan L.P., Lehman
Brothers Offshore Investment Partnership L.P., Loral Master Pension Trust and
Loral Corporation.
-12-
<PAGE> 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 16, 1994
LEHMAN BROTHERS MERCHANT
BANKING PORTFOLIO PARTNERSHIP L.P.
By: Lehman Brothers Merchant Banking
Partners Inc.,
General Partner
By: /S/ KAREN C. MANSON
-----------------------------
Name: Karen C. Manson
Title: Assistant Secretary
LEHMAN BROTHERS CAPITAL PARTNERS II, L.P.
By: Lehman Brothers II Investment Inc.,
General Partner
By: /S/ KAREN C. MANSON
----------------------------
Name: Karen C. Manson
Title: Assistant Secretary
LEHMAN BROTHERS OFFSHORE INVESTMENT
PARTNERSHIP JAPAN L.P.
By: /S/ KAREN C. MANSON
----------------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT
PARTNERSHIP L.P.
By: /S/ KAREN C. MANSON
-----------------------------
Name: Karen C. Manson
Title: Authorized Representative
-13-
<PAGE> 14
APPENDIX A
----------
DIRECTORS AND EXECUTIVE OFFICERS OF
LEHMAN BROTHERS MERCHANT BANKING PARTNERS INC.
----------------------------------------------
(General Partner to Lehman Brothers Merchant Banking
Portfolio Partnership L.P.)
The name, business address and principal occupation of each of the
directors and executive officers of Lehman Brothers Merchant Banking Partners
Inc. are set forth below. If no business address is given, the director's or
executive officer's business address is 3 World Financial Center, New York, New
York 10285, and unless otherwise indicated, each occupation set forth below an
individual's name refers to Lehman Brothers Merchant Banking Partners Inc. All
directors and officers listed below are citizens of the United_States.
Directors
- ---------
Eliot Fried
Allan S. Kaplan
Alan H. Washkowitz
Executive Officers
- ------------------
Eliot Fried
Vice President
Karen C. Manson
Secretary
-14-
<PAGE> 15
DIRECTORS AND EXECUTIVE OFFICERS OF
LEHMAN BROTHERS II INVESTMENT INC.
----------------------------------
(General Partner to Lehman Brothers Capital Partners II, L.P.)
The name, business address and principal occupation of each of the
directors and executive officers of Lehman Brothers II Investment Inc. are set
forth below. If no business address is given, the director's or executive
officer's business address is 3 World Financial Center, New York, New York
10285, and unless otherwise indicated, each occupation set forth below an
individual's name refers to Lehman Brothers II Investment Inc. All directors
and officers listed below are citizens of the United States.
Directors
- ---------
Eliot Fried
Allan S. Kaplan
James A. Stern
Executive Officers
- ------------------
Eliot Fried
Vice President
Allan S. Kaplan
Vice President
Karen C. Manson
Assistant Secretary
-15-
<PAGE> 16
DIRECTORS AND EXECUTIVE OFFICERS OF
LEHMAN BROTHERS OFFSHORE PARTNERS LTD.
--------------------------------------
(General Partner to Lehman Brothers Offshore Investment Partnership-Japan L.P.
and Lehman Brothers Offshore Investment Partnership L.P.)
The name, business address and principal occupation of each of the
directors and executive officers of Lehman Brothers Offshore Partners Ltd. are
set forth below. If no business address is given, the director's or executive
officer's business address is Clarendon House, Hamilton HM CX, Bermuda, unless
otherwise indicated, each occupation set forth below an individual's name
refers to Lehman Brothers Offshore Partners Ltd. Mssrs. Smith and Trollope are
citizens of the United Kingdom, Mr. Del Balzo is a citizen of Italy, Mr. Hall
is a citizen of Canada and Mr. Shimazu is a citizen of Japan.
Directors
- ---------
Luovico Del Balzo
Kiyonobu Shimazu
David Smith
Nicholas Trollope
Executive Officers
- ------------------
Nicholas Trollope
President
Ludovico Del Balzo
Vice President
Kiyonobu Shimazu
Vice President
C. Grant Hall
Secretary
-16-
<PAGE> 17
DIRECTORS AND EXECUTIVE OFFICERS OF
LEHMAN BROTHERS HOLDINGS INC.
-----------------------------
Directors:
- ----------
Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York 10028
Private Investor
John J. Byrne
USA
Fund America Enterprises
The 1820 House
Main Street
Norwich, VT 05055-0850
Chairman of Fund America Enterprises
Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.
Katsumi Funaki
Japan
Nippon Life Insurance Company
2-2, Yuraka-cho 1 Chome
Chiyoda-ku 100 Tokyo Japan
Senior General Manager for International Business of the
Finance and Investment Business Office of the Nippon
Life Insurance Company
John D. Macomber
USA
JDM Investment Group
2806 N. Street, N.W.
Washington D.C. 20007
Chairman of JDM Investment Group
Dina Merrill
USA
Theo Teryazos
NY Office-RKO Pavilion
551 Madison Avenue
New York, New York 10285
Actress and Private Investor
-17-
<PAGE> 18
T. Christopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
President and Chief Operating Officer of Lehman Brothers
Masataka Shimasaki
Japan
Nippon Life Insurance Company
1251 Avenue of the Americas
52nd Floor
New York, New York 10020
General Manager for the Americas, Nippon Life Insurance Company
Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
50 Main Street
White Plains, New York 10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
Executive Officers who are not Directors:
- -----------------------------------------
T. Anthony Brooks
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
Jeremiah M. Callaghan
USA
Lehman Brothers Inc.
3 World Financial Center
8th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
James A. Carbone
USA
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Chairman and Chief Executive Lehman Brothers Asia
-18-
<PAGE> 19
John L. Cecil
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Chief Administrative Officer of Holdings
Ronald Gallatin
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Senior Executive Vice President of Holdings
Robert E. Genirs
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
Joseph M. Gregory
USA
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Vice President of Holdings
Bruce R. Lakefield
USA
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
Managing Director and Director of the Multiple Trading Ventures
Division of Lehman Brothers Inc.
Stephen M. Lessing
USA
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Managing Director and Global Fixed Income Sales Manager
of Lehman Brothers Inc.
David Marcus
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Senior Executive Vice President and Secretary of Holdings
-19-
<PAGE> 20
Robert Matza
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Chief Financial Officer of Holdings
Michael Milversted
USA
Lehman Brothers Inc.
388 Greenwich Street
8th Floor
New York, New York 10013
Treasurer of Holdings
Thomas A. Russo
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
Mel A. Shaftel
USA
Lehman Brothers Inc.
3 World Financial Center
18th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
Thomas H. Tucker
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
C. Daniel Tyree
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Chairman and Chief Executive Lehman Brothers Europe
Paul D. Williams
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Managing Director of Lehman Brothers Inc.
-20-
<PAGE> 21
Amended
APPENDIX B
Beneficial Ownership* of Shares of
Common Stock, par value $.25
per share, of Loral Corporation
<TABLE>
<CAPTION>
Percentage of
Name Amount Common Stock
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Lehman Brothers Merchant
Banking Portfolio
Partnership L.P. 76,219 (D) 0.091%
Lehman Brothers Capital
Partners II, L.P. 51,782 (D) 0.062%
Lehman Brothers Offshore
Investment Partnership -
Japan L.P. 7,962 (D) 0.009%
Lehman Brothers Offshore Investment
Partnership L.P. 20,942 (D) 0.025%
Lehman Brothers Merchant
Banking Partners Inc. 76,219 (I) 0.091%
Lehman Brothers II
Investment Inc. 51,782 (I) 0.062%
Lehman Brothers Offshore
Partners Ltd. 28,904 (I) 0.034%
Lehman Brothers
Holdings Inc. 163,930 (I)** 0.197%
</TABLE>
* Discretion is sole vote and sole investment power except as noted
** The discretion on this amount is as follows:
-sole voting on 157,050 -sole investment on 156,905
-shared voting on 0 -shared investment on 7,025
(D) - refers to direct beneficial ownership
(I) - refers to indirect beneficial ownership
-21-
<PAGE> 22
EXHIBIT INDEX
EX. 99.1 - Exhibit I-Form of Purchase Agreement among Lehman Brothers Merchant
Banking Portfolio Partnership L.P., Lehman Brothers Capital Partners
II, L.P., Lehman Brothers Offshore Investment Parthership-Japan
L.P., Lehman Brothers Offshore Investment Parthership L.P., Loral
Master Pension Trust and Loral Corporation.
<PAGE> 1
Exhibit I
STOCK PURCHASE AGREEMENT
AGREEMENT dated as of June 16, 1994 among Lehman Brothers Merchant
Banking Portfolio Partnership L.P., a Delaware limited partnership, Lehman
Brothers Capital Partners II, L.P., a Delaware limited partnership, Lehman
Brothers Offshore Investment Partnership-Japan L.P., a Bermuda limited
partnership, Lehman Brothers Offshore Investment Partnership L.P., a Bermuda
limited partnership (collectively, the "Sellers"), Loral Master Pension Trust
(the "Buyer") and Loral Corporation, a New York corporation (the "Company").
The parties hereto agree as follows:
Section 1. Purchase and Sale. Upon the terms of this
Agreement, each Seller agrees to sell to the Buyer and the Buyer agrees to
purchase from the Sellers at the Closing (as defined below) the number of
shares (the "Shares") of common stock, par value $.25 per share, of the Company
set forth opposite such Seller's name on the signature pages hereof for the
purchase price set forth thereon.
Section 2. Closing. The closing (the "Closing") of the
purchase and sale of the Shares hereunder shall take place on June 23, 1994, at
the offices of Loral Corporation, 600 Third Avenue, New York, NY 10016 or at
such other time or place as the Buyer and the Sellers may agree. At the
Closing:
(i) The Buyer shall deliver to each Seller the purchase price
payable to such Seller in immediately available funds by wire
transfer to an account of such Seller with a bank designated
by such Seller, by notice to the Buyer, not later than two
business days prior to the date of the Closing; and
(ii) The Sellers shall deliver to the Buyer certificates for
the Shares duly endorsed or accompanied by stock powers duly
endorsed in blank.
Section 3. Representations of the Sellers. Each Seller
represents and warrants to the Buyer that such Seller is the record and
beneficial owner of the Shares set forth opposite such Seller's name on the
signature pages hereof, free and clear of any lien and any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of Shares), except as provided in the Standstill Agreement, dated as of
August 14, 1992 among the Company and the Sellers (the "Standstill Agreement")
and will transfer and deliver to the Buyer at the Closing valid title to the
Shares free and clear of any lien and any such limitation or restriction except
as provided herein.
Section 4. Representations of the Buyer. The Buyer
represents and warrants to the Sellers that:
(i) The Buyer is purchasing the Shares for investment for its
own account and not with a view to, or for sale in connection
with, any distribution thereof;
(ii) The Buyer is an "Accredited Investor" as such term is
defined in Regulation D under the Securities Act of 1933, as
amended; and
-22-
<PAGE> 2
(iii) The Buyer acknowledges that the Shares are "restricted
securities" within the meaning of Rule 144 under the
Securities Act of 1933, as amended.
Section 5. Representations of the Buyer and the Company.
Each of the Buyer and the Company represents and warrants to the Sellers that:
(i) Neither party is aware of any fact, circumstance, event or
condition which would cause any report, statement, schedule or
registration statement filed with the Securities and Exchange
Commission ("SEC") since January 1, 1994 to have contained any
untrue statement of a material fact or to have omitted to
state any material fact necessary to have made the statements
contained therein, in light of the circumstances in which they
were made and as of the time they were made, not misleading;
and
(ii) The Buyer is not purchasing the Shares based on any
material information that is required to be disclosed in any
reports, statements, schedules or registration statements
filed with the SEC that has not been disclosed in such
documents.
Section 6. Consent. The Company hereby approves, in
accordance with Section 2.06(a)(ii) of the Standstill Agreement, the sale of
the Shares by the Sellers to the Buyer pursuant to this Agreement.
Section 7. Dividends. The parties acknowledge that the
dividends paid by the Company to the holders of the Shares on June 15, 1994 are
payable to the Sellers.
Section 8. Governing Law. This Agreement shall be governed
by and construed in accordance with the law of the State of New York, without
regard to the conflicts of law rules of such state.
Section 9. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
-23-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
<TABLE>
<CAPTION>
Number of Purchase
Shares Price
<S> <C> <C>
1,457,281 $52,462,116 LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO
PARTNERSHIP L.P.
By Lehman Brothers Merchant Banking Inc.,
as general partner
By
-------------------------
Name:
Title:
152,224 $5,480,064 LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP
- JAPAN L.P.
By Lehman Brothers Offshore Partners Ltd.,
as general partner
By
-------------------------
Name:
Title:
400,421 $14,415,156 LEHMAN BROTHERS OFFSHORE INVESTMENT
PARTNERSHIP L.P.
By Lehman Brothers Offshore Partners
Ltd., as general partner
By
-------------------------
Name:
Title:
990,074 $35,642,664 LEHMAN BROTHERS CAPITAL PARTNERS II, L.P.
By Lehman Brothers II Investment Inc.,
as general partner
By
-------------------------
Name:
Title:
</TABLE>
-24-
<PAGE> 4
<TABLE>
<S> <C> <C>
LORAL MASTER PENSION TRUST
By
-------------------------
Name:
Title:
LORAL CORPORATION
By
-------------------------
Name:
Title:
</TABLE>
-25-
