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0052492.01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
August 22, 1995
Loral Corporation
(Exact name of registrant as specified in its charter)
New York 1-4238 13-1718360
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Third Avenue
New York, New York 10016
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(Address of principal executive offices) (Zip Code)
(212) 697-1105
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events.
On January 7, 1996, the Board of Directors of Loral Corporation (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's common stock, par value $.25 per share (the "Common
Stock"), payable to stockholders of record at the close of business on January
22, 1996 (the "Record Date") and with respect to the Common Stock issued
thereafter until the Distribution Date (as defined below) and, in certain
circumstances, with respect to the Common Stock issued after the Distribution
Date. Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase from the Company a unit consisting
initially of one one-thousandth of a share (a "Unit") of Series A Preferred
Stock, par value $1.00 per share (the "Preferred Stock"), of the Company, at a
Purchase Price of $180 per Unit, subject to adjustment (the "Purchase Price").
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement"), dated as of January 10, 1996, between the Company and The
Bank of New York, as Rights Agent.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate certificates evidencing
the Rights (the "Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur upon the
earlier of (i) ten days (or such later date as the Board of Directors shall
determine) following public disclosure that a person or group of affiliated or
associated persons has become an "Acquiring Person" (as defined below), or (ii)
ten business days (or such later date as the Board shall determine) following
the commencement of a tender offer or exchange offer that would result in a
person or group becoming an "Acquiring Person". Except as set forth below, an
"Acquiring Person" is a person or group of affiliated or associated persons who
has acquired beneficial ownership of 20% or more of the outstanding shares of
Common Stock. The term "Acquiring Person" excludes (i) the Company, (ii) any
subsidiary of the Company, (iii) any employee benefit plan of the Company or any
subsidiary of the Company, or (iv) any person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan.
Until the occurrence of the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference, and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant to
the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.
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As soon as practicable after the occurrence of the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except in certain
circumstances specified in the Rights Agreement or as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
The Rights are not exercisable until the occurrence of the Distribution
Date. The Rights will expire at the close of business on January 22, 2006,
unless extended or earlier redeemed by the Company as described below.
In the event that, at any time following the Distribution Date, a
person becomes an Acquiring Person, each holder of a Right will thereafter have
the right to receive, upon exercise of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. Notwithstanding the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void and nontransferable and any holder of any such right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such right. For example, at an exercise price of $200 per Right,
each Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in this paragraph would entitle its holder to
purchase $400 worth of Common Stock (or other consideration, as noted above) for
$200. Assuming that the Common Stock had a per share value of $40 at such time,
the holder of each valid Right would be entitled to purchase ten shares of
Common Stock for $200.
In the event that, at any time following the date on which there has
been public disclosure that, or of facts indicating that, a person has become an
Acquiring Person (the "Stock Acquisition Date"), (i) the Company is acquired in
a merger or other business combination transaction in which the Company is not
the surviving corporation (other than a merger which follows an offer described
in the preceding paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold, mortgaged or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall thereafter
have the right to receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the Right. The events
set forth in this paragraph and in the preceding paragraph are referred to as
the "Triggering Events."
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The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
Because of the nature of the Preferred Stock's dividend and liquidation
rights, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right should approximate the value of
one share of Common Stock. Shares of Preferred Stock purchasable upon exercise
of the Rights will not be redeemable. Each share of Preferred Stock will be
entitled to a quarterly dividend payment of 1,000 times the dividend declared
per share of Common Stock. In the event of liquidation, each share of Preferred
Stock will be entitled to a $1 preference, and thereafter the holders of the
shares of Preferred Stock will be entitled to an aggregate payment of 1,000
times the aggregate payment made per share of Common Stock. Each share of
Preferred Stock will have 1,000 votes, voting together with the shares of Common
Stock. These rights are protected by customary antidilution provisions.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price (the
"Redemption Price") of $.0001 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by resolution of the
Board of Directors. The redemption of the Rights may be made effective at such
time, on such basis, and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon such action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
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be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
resolution of the Company's Board of Directors prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by resolution of the Company's Board of Directors in order to cure any
ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person or its
affiliates or associates), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
Each share of Common Stock outstanding at the close of business on
January 22, 1996 will receive one Right. As long as the Rights are attached to
the Common Stock, the Company will issue one Right for each new share of Common
Stock so that all such shares will have attached Rights. 250,000 shares of
Preferred Stock have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Board of Directors may, at its
option, at any time until ten days (or such later date as may be determined by
action of the Board of Directors) following the Stock Acquisition Date redeem
all but not less than all of the then outstanding Rights at the Redemption
Price.
Pursuant to Amendment No. 1 to the Rights Agreement dated as of January
10, 1996 between the Company and the Bank of New York as Rights Agent
("Amendment No. 1"), the Rights Agreement was amended to provide that the
acquisition of shares of Common Stock pursuant to a tender offer (the "Offer")
made by Lockheed Martin Corporation on January 12, 1996 to acquire all the
outstanding shares of the Company's Common Stock pursuant to the Offer or the
consummation of the merger of the Company and LAC Acquisition Corporation will
not (a) cause any person to become an Acquiring Person or, (b) cause a
Distribution Date or a Stock Acquisition Date to occur or cause or require the
distribution of any Rights Certificates to the record holders of Common Stock
or, (c) give rise to a Triggering Event.
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The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the Form
of Rights Certificate and Amendment No. 1 thereto, are incorporated herein by
reference in Exhibit 4.1 and Exhibit 4.2 hereto, respectively. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such Exhibits.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
4.1 Rights Agreement, dated as of January 10, 1996, between
Loral Corporation and The Bank of New York, as Rights
Agent, which includes the Form of Certificate of Amendment
to the Company's Restated Certificate of Incorporation
with respect to the Series A Preferred Stock of the
Company as Exhibit A, the Form of Rights Certificate as
Exhibit B, and the Summary of Rights to Purchase Preferred
Stock as Exhibit C (incorporated by reference to Exhibit
10 of the Company's Solicitation/Recommendation Statement
on Schedule 14D-9 dated January 12, 1996).
4.2 Amendment No. 1 to the Rights Agreement, dated as of
January 10, 1996, between Loral Corporation and The Bank
of New York, as Rights Agent (incorporated by reference to
Exhibit 11 of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 dated January 12, 1996).
99.1 Press Release issued January 10, 1996.
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0052492.01
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.
LORAL CORPORATION
By:/s/Eric J. Zahler
Eric J. Zahler
Vice President and
General Counsel
Date: January 18, 1996
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EXHIBIT INDEX
Exhibit
Number Description Page
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4.1 Rights Agreement, dated as of January 10, 1996,
between Loral Corporation and The Bank of New York,
as Rights Agent, which includes the Form of
Certificate of Amendment to the Company's Restated
Certificate of Incorporation with respect to the
Series A Preferred Stock of the Company as Exhibit
A, the Form of Rights Certificate as Exhibit B, and
the Summary of Rights to Purchase Preferred Stock
as Exhibit C (incorporated by reference to Exhibit
10 of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 dated January 12, 1996).
4.2 Amendment No. 1 to the Rights Agreement, dated as
of January 10, 1996, between Loral Corporation and
The Bank of New York, as Rights Agent (incorporated
by reference to Exhibit 11 of the Company's
Solicitation/Recommendation Statement on Schedule
14D-9 dated January 12, 1996).
99.1 Press Release issued January 10, 1996.
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LORAL
Corporation
600 Third Avenue News
New York, NY 10016
212-687-1105 Contact: Joanne M. Hvala
212-697-1105
LORAL CORPORATION ADOPTS
SHAREHOLDER RIGHTS PLAN
NEW YORK, January 10, 1996 -- Loral Corporation (NYSE:LOR) announced today that
Rights issued under its previously announced preferred stock purchase Rights
Plans will be distributed on January 22, 1996 to the shareholders of record as
of that date and will expire on January 22, 2006. The Rights distribution is not
taxable to shareholders.
Under the Rights Plan, if any person or group becomes the beneficial
owner of 20 percent or more of the Company's common stock, other than pursuant
to an offer for all shares which the Board determines is fair to and otherwise
in the best interests of the Company and its shareholders, then each Right not
owned by such 20 percent or more shareholder or group will entitle its holder to
purchase, at the Right's then-current exercise price, shares of common stock
(or, in certain circumstances as determined by the Board, cash, other property,
or other securities) having a value of twice the Right's exercise price. An
amendment to the Rights Plan prevents the rights from triggering as a result of
the Company's recently announced strategic combination with Lockheed Martin
Corporation.
A summary of the Rights Plan will be provided to Loral Corporation
Shareholders shortly after the record date.
