<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
LORAL CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
LORAL CORPORATION
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 14, 1995
------------------------
A Special Meeting of Stockholders of Loral Corporation will be held in the
49th Floor Conference Center
at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, New York, New York, at 2:00 o'clock P.M., on Thursday, September 14,
1995 for the purpose of amending the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock, par
value $.25 per share, from 150,000,000 to 300,000,000 in order to permit, among
other things, a two-for-one stock split.
The Board of Directors has fixed the close of business on August 17, 1995
as the date for determining Stockholders of record entitled to receive notice
of, and to vote at, the Special Meeting.
All Stockholders are cordially invited to attend. Those who do not expect
to be present are requested to date, sign and mail the enclosed proxy as
promptly as possible in the enclosed postage paid envelope.
By Order of the Board of Directors
BERNARD L. SCHWARTZ
Bernard L. Schwartz
Chairman of the Board of Directors
Date: August 15, 1995
<PAGE> 3
PROXY STATEMENT
LORAL CORPORATION
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
------------------------
SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 14, 1995
------------------------
PROXY SOLICITATION
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Loral Corporation (the "Company" or "Loral"). Any proxy given by a
Stockholder may be revoked at any time before it is voted by written notice to
the Secretary, by a duly executed proxy bearing a later date or by voting in
person at the meeting. The cost of soliciting proxies will be borne by the
Company. The Company will enlist the assistance of and reimburse banks, brokers
and other nominees for their costs in transmitting proxies and proxy
authorizations to beneficial owners whose stock is registered in the name of
such nominees. The Company has also retained W. F. Doring & Co., Inc. to assist
it in the solicitation of proxies and will pay a fee, not to exceed $7,500, for
such services. Proxies, ballots and voting tabulations that identify
Stockholders will be held confidential, except in a contested proxy solicitation
or where necessary to meet applicable legal requirements. The Inspector of
Election will not be an employee of the Company. This Proxy Statement and the
enclosed proxy will be first mailed to Stockholders on or about August 21, 1995.
OUTSTANDING VOTING STOCK
Only Stockholders at the close of business on the August 17, 1995 record
date are entitled to notice of and to vote at the Special Meeting. There were
85,667,936 shares of common stock, par value $.25 per share ("Common Stock"), of
the Company outstanding on July 28, 1995, and each share is entitled to one
vote. Abstentions and broker "non-votes" will be counted in determining the
number of shares present but will not be voted in favor of the proposal and will
have the same effect as a vote against the proposal.
As of May 31, 1995, the only officer or Director owning 1% or more of the
Company's Common Stock was Bernard L. Schwartz, Chairman of the Board of
Directors and Chief Executive Officer of Loral, who owned beneficially 1,807,001
shares constituting approximately 2.1% of the Company's outstanding voting
securities. All Directors and current executive officers as a group (26 persons)
owned beneficially 2,964,979 shares constituting approximately 3.4% of
outstanding voting securities.
Based upon filings made with, and information supplied to, the Company,
prior to the record date, the only reported 5% Stockholder as of the record date
is Fidelity Investments, FMR Corp. ("FMR") on behalf of advisory accounts and/or
investment companies. FMR owns 4,537,446 (5.3%) shares of the Company's Common
Stock. FMR represented that the shares were acquired for investment purposes for
managed accounts, trusts or employee benefit plans.
<PAGE> 4
PROPOSAL TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
DESCRIPTION OF THE PROPOSED AMENDMENT
The Board of Directors has determined that it is advisable to amend the
Restated Certificate of Incorporation of the Company, and has recommended that
Stockholders approve an amendment to ARTICLE THIRD of the Restated Certificate
of Incorporation to increase the authorized number of shares of Common Stock
from 150,000,000 to 300,000,000 in order to permit, among other things, the
one-for-one stock distribution described below. The full text of the proposed
amendment (the "Amendment") is attached to this proxy statement as Exhibit A.
The Board has directed that the Amendment be submitted to the Stockholders for
their consideration.
PROPOSED STOCK DISTRIBUTION
Subject to Stockholder approval of the Amendment, the Board of Directors of
the Company has declared the equivalent of a stock split, to be effected in the
form of a 100% share distribution issuable on September 29, 1995 to Stockholders
of record on September 21, 1995 (the "Stock Split"). Each Stockholder of record
on the record date will receive one additional share of Common Stock for each
share owned on that date.
The Board of Directors believes that the Stock Split is in the best
interest of the Stockholders. The Board of Directors believes that the reduction
in stock price in connection with the Stock Split will make the Common Stock
more attractive to certain investors, resulting in an increased number of
stockholders and greater investor interest in the Company.
Based upon current tax law, the Stock Split should not result in any gain
or loss for Federal income tax purposes. The tax basis of every share held
before the Stock Split will be allocated between the two shares held as a result
of the distribution, and the holding period of new shares will include the
holding period of the shares with respect to which they were issued. The laws of
jurisdictions other than the United States may impose income taxes on the
issuance of the additional shares, and Stockholders subject to such laws are
urged to consult their tax advisors.
No change in total stockholders' equity will result from the Stock Split.
The aggregate amount of capital represented by the outstanding shares of Common
Stock will be increased by $.25 for each share issued to effect the Stock Split,
and the Company's "capital surplus" account will be reduced by the same amount.
After the Stock Split, purchases and sales of Common Stock by an individual
Stockholder may be subject to somewhat higher brokerage charges and applicable
stock transfer taxes than on a pre-split transaction of equivalent market value,
due to the greater number of shares of Common Stock outstanding after the Stock
Split. In addition, the Company will incur certain expenses in connection with
the Stock Split, such as listing fees and the cost of preparing and delivering
to Stockholders new certificates representing the additional shares.
In accordance with the terms of the Company's stock option, incentive stock
purchase and employee benefit plans, appropriate adjustments will be made upon
effectiveness of the Stock Split to the number of shares of Common Stock
reserved for issuance under such plans and the exercise prices and number of
shares covered by outstanding options.
2
<PAGE> 5
OTHER REASONS FOR THE AMENDMENT
Of the 150,000,000 currently authorized shares of Common Stock, as of July
28, 1995, 85,667,936 were outstanding, 8,302,886 were reserved for issuance upon
exercise of employee stock options existing or to be granted, 1,500,000 were
reserved for issuance under the incentive stock purchase plan and 8,740,289
shares were reserved for future issuance under employee benefit plans. The
Company also has 2,000,000 shares of Preferred Stock, $1.00 par value,
authorized, of which none have been issued.
Following Stockholder approval of the Amendment and the effectuation of the
Stock Split, there will be 300,000,000 authorized shares of Common Stock,
approximately 171,335,872 shares will be outstanding, approximately 16,605,772
will be issuable upon exercise of stock options, 3,000,000 shares will be
issuable under the incentive stock purchase plan and approximately 17,480,578
will be reserved for future issuance under employee benefit plans.
The Board of Directors believes that it is in the Company's best interests
to increase the number of authorized but unissued shares of Common Stock in
order to have additional authorized but unissued shares available for issuance
to meet business needs as they arise. The Board of Directors also believes that
the availability of such shares will provide the Company with the flexibility to
issue Common Stock for other proper corporate purposes which may be identified
by the Board of Directors in the future, such as the sale of stock to obtain
additional capital funds, the acquisition or merger into the Company of other
companies and the declaration of additional stock dividends or distributions. In
these situations, the issuance of additional shares of Common Stock may have a
dilutive effect on earnings per share and, for a person who does not purchase
additional shares to maintain his or her pro rata interest, on a Stockholder's
percentage voting power.
The authorized shares of Common Stock in excess of those issued will be
available for issuance at such times and for such corporate purposes as the
Board of Directors may deem advisable without further action by the Company's
Stockholders, except as may be required by applicable laws or the rules of the
New York Stock Exchange. Other than the Stock Split, the Company's management
has no arrangements, agreements, understandings or plans at the present time for
the issuance or use of the additional shares of Common Stock proposed to be
authorized. Upon issuance, such shares will have the same rights as the
outstanding shares of Common Stock. Holders of Common Stock do not have
preemptive rights. The Board of Directors does not intend to issue any Common
Stock except on terms which the Board deems to be in the best interests of the
Company and its then-existing stockholders. Any future issuance of Common Stock
will be subject to the rights of holders of outstanding shares of any preferred
stock which the Company may issue in the future.
Although an increase in the authorized shares of Common Stock could, under
certain circumstances, have an anti-takeover effect (by, for example, diluting
the stock ownership of a person seeking to effect a change in the composition of
the Board of Directors or contemplating a tender offer or other transaction for
the combination of the Company with another company), this proposal to amend the
Restated Certificate of Incorporation is not in response to any effort of which
the Company is aware to accumulate the Company's stock or obtain control of the
Company, nor is it part of a plan by management to recommend a series of similar
amendments to the Board of Directors and Stockholders. The Board does not
presently contemplate recommending the adoption of any other amendments to the
certificate which could be construed to affect the ability of third parties to
take over or change control of the Company.
3
<PAGE> 6
VOTE REQUIRED AND EFFECTIVE DATE
The affirmative vote of the holders of a majority of the Company's
outstanding shares of Common Stock is required to approve this proposal. If
approved by the Stockholders, the proposed amendment will become effective upon
the filing of a Certificate of Amendment with the Secretary of State of New York
amending the Company's Restated Certificate of Incorporation, which will occur
as soon as reasonably practicable.
The Board of Directors recommends a vote FOR the proposal to amend the
Company's Restated Certificate of Incorporation.
LORAL STOCKHOLDERS' PROPOSALS
Proposals of the Company's Stockholders intended to be presented at the
1996 Annual Meeting of the Company must be received by the Company at 600 Third
Avenue, New York, New York 10016, Attention: Secretary, no later than February
23, 1996.
OTHER ACTION AT MEETING AND VOTING OF PROXIES
Management does not know of any matters to come before the Special Meeting
other than those herein set forth. However, the enclosed proxy confers
discretionary authority upon the proxy holders named therein to vote and act in
accordance with their best judgment with regard to any other matters which
should come before the meeting or any adjournment thereof. Upon receipt of such
proxy (in the form enclosed and properly signed) in time for voting, the shares
represented thereby will be voted as indicated thereon or, if no direction is
indicated, will be voted FOR the amendment.
By Order of the Board of Directors
Michael B. Targoff
Secretary
Date: August 15, 1995
4
<PAGE> 7
EXHIBIT A
FORM OF PROPOSED AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION OF
LORAL CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The first paragraph of ARTICLE THIRD of the Restated Certificate of
Incorporation, as now in force and effect, is hereby amended by eliminating the
first paragraph of ARTICLE THIRD thereof in its entirety and substituting in
lieu thereof the following:
"THIRD: The total number of shares which the Corporation shall
have authority to issue is 302,000,000 of which 300,000,000
shall be Common Stock having a par value of Twenty-Five Cents
($.25) each, and 2,000,000 shares shall be Preferred Stock
having a par value of One Dollar ($1) each."
<PAGE> 8
LORAL CORPORATION
PROXY - SPECIAL MEETING OF STOCKHOLDERS, SEPTEMBER 14, 1995
BERNARD L. SCHWARTZ and MICHAEL B. TARGOFF, and each of them, are hereby
appointed the proxies of the undersigned, with full power of substitution on
behalf of the undersigned to vote, as designated on the reverse side, all the
shares of the undersigned at the Special Meeting of Stockholders of LORAL
CORPORATION, to be held in the 49th Floor Conference Center at Willkie Farr &
Gallagher, One Citicorp Center, 153 East 53rd Street, New York, New York on
September 14, 1995, at 2:00 o'clock P.M. and at all adjournments thereof.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is indicated, this Proxy
will be voted FOR the proposal listed on the reverse side.
The Board of Directors Recommends a vote FOR the Proposal Listed on the
Reverse Side.
Loral Corporation
P.O. Box 11235
New York, N.Y. 10203-0235
================================================================================
Proposal to amend the Restated Certificate of FOR AGAINST ABSTAIN
Incorporation of the Company pursuant to / / / / / /
which the number of authorized shares of
Common Stock of the Company, $.25 par value,
would be increased from 150,000,000 to
300,000,000 shares.
The undersigned hereby acknowledges receipt of the
Notice of Special Meeting and accompanying Proxy
Statement.
(Please sign exactly as the name or names appear
hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such; if by a corporation, by
an authorized officer; if by a partnership, in
partnership name by an authorized person. For
joint owners, all co-owners must sign.
Dated:....................................., 1995
.................................................
(Signature of Stockholder)
.................................................
