<PAGE>
RULE NO.424(b)(1)
REGISTRATION NO. 33-59725
PROSPECTUS
3,314,960 SHARES
[LOGO OF LORAL CORPORATION APPEARS HERE]
COMMON STOCK
-----------------
All of the 3,314,960 shares of Common Stock, $0.25 par value (the "Common
Stock"), of Loral Corporation ("Loral" or the "Company") offered hereby are
offered by the Selling Stockholders (as defined herein). Of such shares,
660,000 shares are being offered initially outside the United States and
Canada by the International Manager (as defined herein) (the "International
Offering") and 2,654,960 shares are being offered concurrently in the United
States and Canada by the U.S. Underwriter (as defined herein) (the "U.S.
Offering"). Such offerings are referred to collectively as the "Offerings."
The offering price and underwriting discounts and commissions for the
International Offering and the United States Offering will be identical. The
Company will not receive any of the proceeds from the sale of the shares
offered hereby. See "Selling Stockholders" and "Underwriting."
The Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "LOR." On June 8, 1995, the closing price of the Common Stock on the
NYSE Composite Tape was $46.75 per share.
-----------------
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.
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions(1) Selling Stockholders
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................. $46.75 $1.23 $45.52
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Total...................... $154,974,380.00 $4,077,400.80 $150,896,979.20
</TABLE>
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(1) The Company and the Selling Stockholders have agreed to indemnify the
International Manager and the U.S. Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
-----------------
The shares of Common Stock offered by this Prospectus are offered by the
International Manager subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by the
International Manager and to certain further conditions. It is expected that
delivery of the certificates for the shares will be made at the offices of
Lehman Brothers Inc. in New York, New York, on or about June 14, 1995.
-----------------
LEHMAN BROTHERS
June 8, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements and other
information filed by the Company with the SEC can be inspected and copied at
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Company's Common Stock is listed on the NYSE. Reports, proxy statements and
other information concerning the Company can be inspected and copied at the
NYSE.
This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all exhibits thereto, referred to as the "Registration
Statement") filed by the Company with the SEC under the Securities Act of 1933
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference is hereby made
to the Registration Statement and related exhibits for further information with
respect to the Company and the securities offered hereby. Statements contained
herein concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, each of which was previously filed by the Company
with the SEC pursuant to the Exchange Act, are incorporated herein by
reference: (a) the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995; (b) the Company's Proxy Statement for its 1994 Annual
Meeting of Stockholders; (c) the Company's Current Report on Form 8-K, filed on
May 22, 1995; and (d) the Company's Current Report on Form 8-K, filed on June
7, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom a Prospectus
is delivered upon written or oral request of such person, a copy of any
documents incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates). Requests for such copies
should be directed to Loral Corporation, Attention: Secretary, 600 Third
Avenue, New York, New York 10016, telephone: (212) 697-1105.
2
<PAGE>
THE COMPANY
Loral is a leading supplier of advanced electronic systems, components and
services to U.S. and foreign governments for defense and non-defense
applications. The Company's principal business areas are: electronic combat;
training and simulation; tactical weapons; command, control, communications
and intelligence (C/3/I)/reconnaissance; systems integration; and
telecommunications and space systems. The Company has achieved an incumbent
position on a wide range of existing programs through internal growth and
development and a series of acquisitions focused on its core technologies.
Loral's business strategy is to emphasize upgrades of existing weapons
systems, concentrate on further developing its core of advanced technologies,
generate an increasing proportion of its sales from foreign customers and
selectively extend the Company's proprietary technologies into non-military
applications, such as systems integration, satellite-based telecommunications,
air traffic control, postal systems automation, medical and dental imaging
systems, data archiving and information systems and services.
On May 5, 1995, Loral acquired the Defense Systems operations of Unisys
Corporation. Unisys Defense Systems is a leading systems integrator and
supplier of advanced information technology products and services to defense
and other government agencies worldwide. See the Company's Current Report on
Form 8-K, filed on May 22, 1995, for further information.
Loral was incorporated in the State of New York in 1948. Its principal
executive offices are located at 600 Third Avenue, New York, New York 10016,
and its telephone number is (212) 697-1105. Unless the context otherwise
indicates, the terms "Company" and "Loral" refer to Loral and its consolidated
subsidiaries.
3
<PAGE>
SELECTED FINANCIAL DATA
The selected financial data should be read in conjunction with the related
Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995.
<TABLE>
<CAPTION>
1995 1994(A) 1993(B) 1992 1991(C)
--------- ------------------------------ -----------
(IN MILLIONS, EXCEPT PER SHARE AND RATIO AMOUNTS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Sales....................... $ 5,484.4 $ 4,008.7 $ 3,335.4 $ 2,881.8 $ 2,126.8
Operating income............ 564.5 401.4 296.3 292.2 215.5
Income before extraordinary
item and cumulative effect
of changes in accounting... 288.4 228.3 159.1 121.8 90.4
Net income (loss)........... 288.4 228.3 (92.1) 121.8 90.4
Earnings per share (prima-
ry):
Income before extraordi-
nary item and cumulative
effect of changes in ac-
counting................. 3.38 2.72 2.06 2.00 1.78
Net income (loss)......... 3.38 2.72 (1.20) 2.00 1.78
BALANCE SHEET DATA:
Total assets................ $ 4,810.3 $ 5,176.2 $ 3,228.1 $ 2,685.5 $ 2,532.2
Working capital............. 536.6 554.4 610.5 630.0 457.7
Total debt.................. 1,316.5 1,798.0 534.0 577.4 821.2
Shareholders' equity........ 1,687.5 1,381.3 1,187.9 997.3 672.0
Book value per common share. 19.86 16.60 14.44 15.72 13.14
CASH FLOW DATA:
Cash dividends paid per com-
mon share.................. $ .59 $ .545 $ .495 $ .47 $ .43
Depreciation and amortiza-
tion....................... 250.1 178.2 154.0 128.6 104.6
Capital expenditures, net... 85.3 96.5 89.0 74.1 86.1
RATIO OF EARNINGS TO FIXED
CHARGES.................... 4.58x 6.52x 4.79x 4.22x 3.30x
</TABLE>
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(a) Reflects the acquisition of IBM Federal Systems Company effective January
1, 1994.
(b) Reflects (i) the acquisition of the missile business of LTV Aerospace and
Defense Company effective August 31, 1992 and (ii) the acquisition of the
minority partners' equity interest in Loral Aerospace Holdings, Inc.
("LAH"), effective June 1, 1992, through the issuance of 12,313,810 shares
of the Company's common stock and 627.3 shares of Series S Preferred Stock
of LAH.
Effective April 1, 1992, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Prior years' results have
not been restated to reflect these accounting changes.
Net income (loss) includes (i) a non-operating extraordinary charge (loss on
extinguishment of debt) of $28.2 million pre-tax, $17.8 million after-tax,
or $.23 per share and (ii) a non-recurring charge of $330.5 million pre-tax,
$233.4 million after-tax, or $3.03 per share, for the cumulative effect of
the accounting change for SFAS 106.
(c) Reflects the acquisition of Ford Aerospace Corporation effective October
1, 1990.
4
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders are Lehman Brothers Merchant Banking Portfolio
Partnership L.P., a Delaware limited partnership (the "Merchant Banking
Partnership"), Lehman Brothers Capital Partners II, L.P., a Delaware limited
partnership ("Capital Partners"), Lehman Brothers Offshore Investment
Partnership L.P., a Bermuda limited partnership (the "Offshore Partnership"),
and Lehman Brothers Offshore Investment Partnership-Japan L.P., a Bermuda
limited partnership (the "Japan Partnership," and, together with the Merchant
Banking Partnership, Capital Partners and the Offshore Partnership, the
"Selling Stockholders" or the "Lehman Partnerships"). Certain indirect wholly
owned subsidiaries of Lehman Brothers Holdings Inc. ("Holdings") constitute the
general partners of each of the Lehman Partnerships and, consequently, Holdings
may be deemed for certain purposes to be the beneficial owner of the shares of
Common Stock being sold by the Lehman Partnerships.
The following table sets forth information with respect to the shares of
Common Stock owned by the Lehman Partnerships, all of which are being sold.
<TABLE>
<CAPTION>
SHARES OWNED
BEFORE THE OFFERING
-----------------------
% OF CLASS
(AS OF MAY 1,
NAME NUMBER 1995)(A)
---- --------- -------------
<S> <C> <C>
Merchant Banking Partnership......................... 1,610,277 1.89%
Capital Partners..................................... 1,094,018 1.28
Offshore Partnership................................. 442,459 0.52
Japan Partnership.................................... 168,206 0.20
--------- ----
Total.............................................. 3,314,960 3.89%
========= ====
</TABLE>
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(a) On May 1, 1995, 85,162,768 shares of Common Stock were outstanding.
In 1990, in connection with the acquisition of Ford Aerospace Corporation by
Loral Aerospace Holdings Inc. ("LAH"), the Lehman Partnerships invested $147.5
million in the equity of LAH, and, in 1992, the Lehman Partnerships exchanged a
portion of such equity interest in LAH for 12,314,960 shares of Loral Common
Stock (including 1,150 shares issued to the Lehman Partnerships in payment of
expenses related to the exchange transaction). In June 1993, the Lehman
Partnerships sold 6,000,000 of such shares pursuant to an underwritten public
offering at a price of $26.875 per share, and, on June 23, 1994, the Lehman
Partnerships sold 3,000,000 of such shares to the Loral Corporation Master
Pension Trust at a price of $36.00 per share. The shares of Common Stock being
offered hereby represent all of the Lehman Partnerships' remaining shares of
Loral Common Stock. See "Underwriting." (All share numbers and price-per-share
amounts of Loral Common Stock in this paragraph have been adjusted to reflect
the Company's two-for-one stock split in October 1993.)
In addition, in connection with the exchange of their equity interest in LAH
in 1992, the Lehman Partnerships received 627.30 shares of Series S Preferred
Stock of LAH, representing an indirect beneficial interest in LAH's 51%-owned
affiliate, Space Systems/Loral, Inc. ("SS/L"). Each share of Series S Preferred
Stock represents a beneficial interest in one share of common stock of SS/L. In
December 1992, the Lehman Partnerships purchased an additional 104.55 shares of
Series S Preferred Stock, bringing their indirect beneficial interest in SS/L
to 18.3% of SS/L's common stock. If the Lehman Partnerships continue to hold
Series S Preferred Stock after January 1, 1998, or after a change in control of
Loral, they will have the right to request that the Company purchase their
Series S Preferred Stock at an appraised fair market value ("Appraised Value").
In such event, the Company may elect to purchase such Series S Preferred Stock
at Appraised Value, or, if the Company elects not to purchase the stock, the
Lehman Partnerships may require the combined interests of the Company and the
Lehman Partnerships in SS/L to be sold to a third party.
The Lehman Partnerships also have an aggregate equity interest of
approximately 48% in K&F Industries, Inc., a corporation of which Bernard L.
Schwartz, Chairman of the Board of Directors and Chief Executive Officer of the
Company, is a 27% stockholder and Loral is a 22.5% stockholder, and which
acquired the Company's Aircraft Braking Systems and Engineered Fabrics
divisions in 1989.
5
<PAGE>
USE OF PROCEEDS
The Shares of Common Stock offered hereby will be sold on behalf of the
Selling Stockholders named herein. The Company will not receive any of the
proceeds of the Offering.
UNDERWRITING
Under the terms of and subject to the conditions contained in the U.S.
Underwriting Agreement, the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, Lehman Brothers
Inc. (the "U.S. Underwriter") has agreed to purchase from the Selling
Stockholders, and the Selling Stockholders have agreed, severally but not
jointly, to sell to the U.S. Underwriter 2,654,960 shares of Common Stock.
Under the terms of and subject to the conditions contained in the
International Underwriting Agreement, the form of which is filed as an exhibit
to the Registration Statement of which this Prospectus forms a part, Lehman
Brothers International (Europe) (the "International Manager") has agreed to
purchase from the Selling Stockholders, and the Selling Stockholders have
agreed, severally but not jointly, to sell to the International Manager 660,000
shares of Common Stock.
The U.S. Underwriting Agreement and the International Underwriting Agreement
(collectively, the "Underwriting Agreements") provide that the obligations of
the U.S. Underwriter and the International Manager to pay for and accept
delivery of the shares of Common Stock offered pursuant to the Offerings are
subject to certain conditions contained therein, and that, if any of the
foregoing shares of Common Stock are purchased by the U.S. Underwriter pursuant
to the U.S. Underwriting Agreement or by the International Manager pursuant to
the International Underwriting Agreement, all the shares of Common Stock agreed
to be purchased by either the U.S. Underwriter or the International Manager, as
the case may be, pursuant to their respective Underwriting Agreements, must be
so purchased. The closing under the International Underwriting Agreement is a
condition to the closing under the U.S. Underwriting Agreement, and the closing
under the U.S. Underwriting Agreement is a condition to the closing under the
International Underwriting Agreement. The offering price and underwriting
discounts and commissions for each of the Offerings are identical.
The Company and the Selling Stockholders have been advised that the U.S.
Underwriter and the International Manager propose to offer part of the shares
of Common Stock to the public at the public offering price set forth on the
cover page of this Prospectus and part to certain dealers at such public
offering price less a concession not in excess of $0.73 per share. The U.S.
Underwriter and the International Manager may allow and such dealers may
reallow a concession not in excess of $0.10 per share to certain other brokers
or dealers. After the initial offering to the public, the offering price and
other selling terms may be changed by the U.S. Underwriter and the
International Manager.
The U.S. Underwriter and the International Manager have entered into an
Agreement Between U.S. Underwriter and International Manager (the "Agreement
Between"), pursuant to which the U.S. Underwriter has agreed that, as part of
the distribution of the shares of Common Stock offered in the United States and
Canada, (i) it is not purchasing any such shares for the account of anyone
other than a U.S. or Canadian Person (as defined below) and (ii) it has not
offered or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any of such shares or distribute any prospectus relating to such
shares to anyone other than a U.S. or Canadian Person. In addition, pursuant to
the Agreement Between, the International Manager has agreed that, as part of
the distribution of the shares of Common Stock offered in the International
Offering, (i) it is not purchasing any such shares for the account of a U.S. or
Canadian Person and (ii) it has not offered or sold, and will not offer, sell,
resell or deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to such shares to any U.S. or Canadian Person. The
International Manager has also agreed that it will offer to sell shares only in
compliance with all relevant requirements of any applicable laws.
6
<PAGE>
The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between, including (i) certain purchases and sales between the U.S.
Underwriter and the International Manager; (ii) certain offers, sales, resales,
deliveries or distributions to or through investment advisors or other persons
exercising investment discretion; and (iii) other transactions specifically
approved by the U.S. Underwriter and the International Manager. As used herein,
"U.S. or Canadian Person" means any resident or citizen of the United States or
Canada, any corporation, partnership or other entity created or organized in or
under the laws of the United States or Canada or any political subdivision
thereof or any estate or trust the income of which is subject to United States
federal income taxation or Canadian income taxation regardless of the source
(other than the foreign branch of any U.S. or Canadian Person), and includes
any United States or Canadian branch of a person other than a U.S. or Canadian
Person. The term "United States" means the United States of America (including
the states thereof and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction, and the term "Canada"
means Canada, its provinces, territories, possessions and other areas subject
to its jurisdiction.
Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriter and the International Manager of such number of shares of Common
Stock as may be mutually agreed upon. The price of any shares sold shall be the
public offering price then in effect for Common Stock being sold by the U.S.
Underwriter and the International Manager, less the selling concession unless
otherwise determined by mutual agreement. To the extent that there are sales
between the U.S. Underwriter and the International Manager pursuant to the
Agreement Between, the number of shares initially available for sale by the
U.S. Underwriter or by the International Manager may be more or less than the
account appearing on the cover page of this Prospectus.
This prospectus is not, and under no circumstances is to be construed as, an
advertisement or a public offering of the Common Stock in Canada or any
province or territory thereof. Any offer or sale of the shares of Common Stock
in Canada may only be made pursuant to an exemption from the requirement to
file a prospectus in the province or territory of Canada in which such offer or
sale is made.
The International Manager has represented and agreed that: (i) it has not
offered or sold, and will not offer or sell, in the United Kingdom, by means of
any document, any shares of Common Stock other than to persons whose ordinary
business it is to buy or sell shares or debentures, whether as principal or
agent (except under circumstances which do not constitute an offer to the
public within the meaning of the Companies Act 1985); (ii) it has complied and
will comply with all applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the Common Stock in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on, and will only issue or pass on, to any person in the United Kingdom, any
document received by it in connection with the issue of the Common Stock if
that person is of a kind described in Article 9(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1988 (as amended).
No action has been taken or will be taken in any jurisdiction by the Company,
the Selling Stockholders or the International Manager that would permit a
public offering of the shares offered pursuant to the Offerings in any
jurisdiction where action for that purpose is required, other than the United
States. Persons into whose possession this Prospectus comes are required by the
Company and the International Manager to inform themselves about and to observe
any restrictions as to the offering of the shares offered pursuant to the
Offerings and the distribution of this Prospectus.
Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the offering price set forth on the
cover page hereof.
The Company and the Selling Stockholders have agreed to indemnify the U.S.
Underwriter and International Manager against certain liabilities, including
liabilities under the Securities Act, and to
7
<PAGE>
contribute to payments that the U.S. Underwriter or the International Manager
may be required to make in respect thereof.
The Lehman Partnerships are affiliates of Lehman Brothers Inc. and Lehman
Brothers International (Europe), the underwriters in the Offerings. Certain
affiliates of Lehman Brothers Inc. and Lehman Brothers International (Europe)
may be deemed for certain purposes to be beneficial owners of the shares of
Common Stock held by the Lehman Partnerships (which own the Loral Common Stock
offered hereby) and will receive a portion of the proceeds of the Offerings.
From time to time, Lehman Brothers Inc. has provided investment banking,
underwriting, financial advisory and other services to the Company and its
affiliates (including Globalstar Telecommunications Limited for which Lehman
Brothers Inc. has acted as underwriter and acts as a market maker) and to the
Selling Stockholders, for which services Lehman Brothers Inc. has received
customary indemnification rights, underwriting discounts and fees.
8
<PAGE>
LEGAL OPINIONS
Certain matters relating to the Common Stock will be passed upon for the
Company by Willkie Farr & Gallagher, New York, New York, for the Merchant
Banking Partnership and Capital Partners by Steven Berkenfeld, Senior Vice
President and Associate General Counsel, Lehman Brothers Inc. and for the
Offshore Partnership and the Japan Partnership by Conyers Dill & Pearman,
Hamilton, Bermuda. Certain legal matters will be passed upon for the
Underwriters by Cravath, Swaine & Moore, New York, New York. Mr. Robert B.
Hodes, a Director and member of the Company's Executive, Audit and Government
Compliance and Compensation and Stock Option Committees, is a partner in the
law firm of Willkie Farr & Gallagher. As of May 31, 1995, Mr. Hodes owned in
the aggregate 4,400 shares of Common Stock (including 400 shares, of which he
disclaims beneficial ownership, owned by a minor child) and options to purchase
10,000 shares of Common Stock.
EXPERTS
The consolidated balance sheets of the Company as of March 31, 1995 and 1994
and related consolidated statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended March 31, 1995 are
incorporated by reference herein in reliance on the report of Coopers & Lybrand
L.L.P., independent auditors, given on the authority of said firm as experts in
accounting and auditing.
The combined balance sheets of Unisys Defense Systems (a unit of Unisys
Corporation) as of December 31, 1994 and 1993 and the related combined
statements of income and cash flows for each of the two years in the period
ended December 31, 1994 included in Loral Corporation's Form 8-K filed on May
22, 1995 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such combined financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
9
<PAGE>
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- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE INTERNA-
TIONAL MANAGER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SO-
LICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information By Reference.......................... 2
The Company................................................................ 3
Selected Financial Data.................................................... 4
Selling Stockholders....................................................... 5
Use of Proceeds............................................................ 6
Underwriting............................................................... 6
Legal Opinions............................................................. 9
Experts.................................................................... 9
</TABLE>
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3,314,960 SHARES
[LOGO OF LORAL CORPORATION APPEARS HERE]
COMMON STOCK
------------------
PROSPECTUS
June 8, 1995
------------------
LEHMAN BROTHERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
