GLOBALSTAR TELECOMMUNICATIONS LTD, S-3/A, 1997-07-15

GLOBALSTAR TELECOMMUNICATIONS LTD
S-3/A, 1997-07-15
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1997

REGISTRATION NO. 333-25457

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------

GLOBALSTAR TELECOMMUNICATIONS LIMITED
(Exact name of registrant as specified in its charter)
------------------------------------

<TABLE>
<S> <C>
BERMUDA 13-3795510
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>

CEDAR HOUSE
41 Cedar Avenue
Hamilton HM12, Bermuda
(441) 295-2244
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------------

ERIC J. ZAHLER, ESQ.
600 Third Avenue
New York, New York 10016
(212) 697-1105
(Name, address, including zip code and telephone number, including area code, of
agent for service)
------------------------------------

With a Copy to:
BRUCE R. KRAUS, ESQ.
WILLKIE FARR & GALLAGHER
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
------------------------------------

APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 14, 1997

PROSPECTUS
500,000 WARRANTS TO PURCHASE

2,064,500 SHARES OF COMMON STOCK

GLOBALSTAR TELECOMMUNICATIONS LIMITED

---------------------------

This prospectus relates to (i) the resale by the holders thereof of 500,000
warrants (the "Warrants") of Globalstar Telecommunications Limited ("GTL") and
(ii) the issuance of 2,064,500 shares of common stock, $1.00 par value (the
"Common Stock"), of GTL that may be acquired upon the exercise of the Warrants
(the "Warrant Shares" and, together with the Warrants, the "Securities"). Each
Warrant currently entitles the holder thereof to purchase, on or after February
19, 1998, 4.129 Warrant Shares at an exercise price of $34.7875 per share,
subject to adjustment in certain circumstances. The Warrants will, unless
exercised, automatically expire on February 15, 2004. See "Description of
Warrants." The Common Stock is listed on the Nasdaq National Market (the "NNM")
under the symbol "GSTRF." On July 11, 1997, the last reported sale price of the
Common Stock on the NNM was $ per share.

The Warrants are part of the 500,000 units (the "Units") that were
originally sold on February 19, 1997, by GTL, Globalstar, L.P. ("Globalstar")
and Globalstar Capital Corporation ("Globalstar Capital") to the initial
purchasers thereof. Each Unit consists of $1,000 principal amount of 11 3/8%
Senior Notes due 2004 (the "Notes") of Globalstar and Globalstar Capital and a
Warrant. The Warrants and Notes trade separately commencing on the date hereof.

The Warrants may be offered and sold from time to time by the holders named
herein or by their transferees, pledgees, donees or their successors
(collectively, the "Selling Holders") pursuant to this Prospectus. The Warrants
may be sold by the Selling Holders from time to time directly to purchasers or
through agents, underwriters or dealers. See "Plan of Distribution" and "Selling
Holders." If required, the names of any such agents or underwriters involved in
the sale of the Warrants and the applicable agent's commission, dealer's
purchase price or underwriter's discount, if any, will be set forth in an
accompanying supplement to this Prospectus (the "Prospectus Supplement"). The
Selling Holders will receive all the net proceeds from the sale of the Warrants
and will pay all underwriting discounts, selling commissions and related fees,
if any, applicable to any such sale. GTL is responsible for payment of all other
expenses incident to the offer and sale of the Warrants. The Selling Holders and
any broker-dealers, agents or underwriters that participate in the distribution
of the Warrants may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commission received by them and any profit on the resale
of Warrants purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution" for a description
of indemnification arrangements.

The Warrants have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Warrants should confirm the registration thereof
under the securities laws of the state in which such transactions occur, or the
existence of any exemption from registration.
---------------------------

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER "RISK FACTORS." SEE PAGE
3.

---------------------------

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.

, 1997
<PAGE> 3

AVAILABLE INFORMATION

GTL is subject to the informational requirements of the Exchange Act and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
GTL can be inspected and copied at public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade
Center, 13th Floor, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding GTL. The Common Stock is quoted on the NNM, and copies of the reports,
proxy statements and other information filed by GTL with the Commission may also
be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

GTL has filed with the Commission a Registration Statement on Form S-3
(together with all exhibits and amendments, the "Registration Statement") under
the Securities Act, with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain portions of which are
omitted as permitted by the rules and regulations of the Commission. For further
information with respect to GTL and the securities offered hereby, reference is
made to the Registration Statement, including the exhibits and schedules. The
Registration Statement may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, NW, Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed rates.

Statements contained in the Prospectus as to any contracts, agreements or
other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in the Prospectus is qualified in all respects by such reference.

INCORPORATION BY REFERENCE

The following documents have been filed by GTL with the Commission pursuant
to the Exchange Act and are hereby incorporated by reference into this
Prospectus:

(a) GTL's Annual Report on Form 10-K for the year ended December 31,
1996;

(b) GTL's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;

(d) GTL's Current Report on Form 8-K, filed on April 15, 1997;

(e) GTL's Current Report on Form 8-K, filed May 23, 1997;

(f) GTL's Current Report on Form 8-K, filed June 19, 1997; and

(g) the description of GTL's Common Stock contained in GTL's
Registration Statement on Form 8-A filed under the Exchange Act and any
amendments or reports filed for the purpose of updating such description.

All documents filed by GTL pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the Warrants and the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents (provided, however, that the
information referred to in item 402(a)(8) of Regulation S-K of the Commission
shall not be deemed specifically incorporated by reference herein).

Any statement contained herein or 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 the applicable Prospectus Supplement) or in any other subsequently filed

i
<PAGE> 4

document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement as modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

GTL will provide without charge to each person, including any beneficial
owner, to whom a copy of this Prospectus has been delivered, upon the written or
oral request of any such person, a copy of any or all of the documents
incorporated by reference in this Prospectus (other than exhibits and schedules
thereto, unless such exhibits or schedules are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
oral requests for copies of these documents should be directed to Globalstar
Telecommunications Limited, Cedar House, 41 Cedar Avenue, Hamilton HM12,
Bermuda, Attention: Secretary (Telephone (441) 295-2244).

FORWARD-LOOKING STATEMENTS

The statements contained or incorporated by reference in this Prospectus
that are not historical facts are "forward-looking statements" (as such term is
defined in the Private Securities Litigation Reform Act of 1995), which can be
identified by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "should", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. From time to time, GTL, Loral
Space & Communications Ltd. ("Loral"), a subsidiary of which is the managing
general partner of Globalstar, and Globalstar or their representatives have made
or may make forward-looking statements, orally or in writing. Furthermore, such
forward-looking statements may be included in, but are not limited to, various
filings made by GTL, Loral or Globalstar with the Commission, or press releases
or oral statements made by or with the approval of an authorized executive
officer of GTL, Loral or Globalstar.

Management wishes to caution the reader that these forward-looking
statements, such as the statements regarding Globalstar's planned timetable for
launching and operating the Globalstar System, the extent of the market
opportunity for Globalstar's services and products presented by the growing
demand for telecommunications services worldwide, its anticipation of enabling
local service providers to extend low-cost, high-quality telecommunications
services to millions of people, its anticipated future revenues and capital
expenditures and other statements contained or incorporated by reference in this
Prospectus regarding matters that are not historical facts involve predictions.
No assurance can be given that the future results will be achieved; actual
events or results may differ materially as a result of risks facing Globalstar.
Such risks include, but are not limited to, problems related to technical
development and launch of the Globalstar System, the competitive environment in
which the system will operate, doing business in developing markets, obtaining
the necessary financing while being substantially leveraged, obtaining any
required U.S. and foreign government authorizations, licenses and permits, all
in a timely manner, at reasonable costs and on satisfactory terms and
conditions, as well as regulatory, legislative and judicial developments that
could cause actual results to vary materially from the future results indicated,
expressed or implied, in such forward-looking statements. See "Risk Factors."

ii
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed
information and financial statements and the notes thereto incorporated by
reference in this Prospectus. Unless otherwise specified or the context
otherwise requires, references in this Prospectus to "dollars," "$" and "U.S.$"
are to United States dollars.

THE OFFERING

Issuer..................... Globalstar Telecommunications Limited. GTL acts as
a general partner of Globalstar, and GTL's sole
asset is its interest in Globalstar. GTL was
organized as a Bermuda company on November 23, 1994
and has its principal offices at Cedar House, 41
Cedar Avenue, Hamilton HM12, Bermuda and its
telephone number is (441) 295-2244.

Securities Subject
to the Offering.......... 500,000 Warrants and 2,064,500 shares of Common
Stock issuable upon exercise of the Warrants.

Total Number of Warrants... 500,000 Warrants, which when exercised would
entitle the holders thereof to acquire an aggregate
of 2,064,500 Warrant Shares. See "Description of
Warrants."

Warrant Expiration Date.... February 15, 2004.

Exercise................... Each Warrant entitles the holder thereof to
purchase 4.129 shares of Common Stock of GTL at an
exercise price of $34.7875 per share. The number of
shares of Common Stock for which, and the price per
share at which, a Warrant is exercisable are
subject to adjustment upon the occurrence of
certain events as provided in the Warrant
Agreement. The Warrants will be exercisable on or
after February 19, 1998.

Listing of Common Stock.... The Common Stock currently trades on the NNM under
the symbol GSTRF.

Warrant Funding
Agreement.................. GTL has entered into the Warrant Funding Agreement
with Globalstar pursuant to which GTL paid the net
proceeds it received from the sale of the Warrants
to Globalstar in consideration for Globalstar's
commitment to issue Globalstar partnership
interests as described below. The Warrant Funding
Agreement provides that upon the exercise of any
Warrant, GTL will purchase from Globalstar, and
Globalstar will sell to GTL, a number of
partnership interests equal to the number of
Warrant Shares issuable upon such exercise for a
purchase price equal to the exercise price of such
Warrant.

Registration Rights........ GTL is required under the Warrant Agreement to
cause this Registration Statement to remain
effective until the earlier of (i) such time as all
the Warrants have been exercised and (ii) February
15, 2004.

Use of Proceeds............ GTL will not receive any proceeds from the sale of
the Securities. All proceeds will be received by
the Selling Holders.
<PAGE> 6

RECENT DEVELOPMENTS

GTL is a Bermuda company that acts as a general partner of Globalstar.
Globalstar is building and preparing to launch and operate a low-earth orbit
satellite-based telecommunications system (the "Globalstar System"). As of July
11, 1997, each of the elements of the Globalstar System -- space and ground
segments, digital communications technology, user terminal supply, service
provider arrangements and licensing -- is on schedule to begin launching
satellites in the second half of 1997, to commence commercial operations in the
second half of 1998 and to have a full constellation of 48 satellites
operational in the first quarter of 1999.

Space Segment. The first Globalstar satellite has been
fully-assembled and is now in pre-flight testing, and another four
satellites are currently being assembled. Production is proceeding for the
remaining satellites to meet the scheduled operations date. Three different
launch providers have signed definitive agreements for the launch of the
Globalstar satellite constellation, providing a variety of launch options
and considerable launch flexibility. Mission operations preparations and
launch vehicle production and dispenser development are on schedule.
McDonnell-Douglas has arranged its launch schedule so as to provide
Globalstar with a firm launch date of December 4, 1997 for Globalstar's
first launch aboard a Delta II rocket.

Ground Segment. The first four Globalstar gateways, which are
currently in advanced development and are to be located in Australia,
France, South Korea and the United States, are currently under
construction. These gateways will support Globalstar's data network,
monitor the initial launch and orbital placement of Globalstar's first
satellites, and serve as prototypes for production gateways that will
support Globalstar service. Globalstar's partners have placed purchase
orders for 35 gateways under contracts totaling approximately $275 million.
In addition, Globalstar's satellite operations control center facility has
been completed.

Digital Communications Technology. QUALCOMM Incorporated's
("Qualcomm") Code Division Multiple Access ("CDMA") technology has now been
successfully deployed in South Korea, Hong Kong and cities in the United
States supporting terrestrial personal communications services and digital
cellular service, and its CDMA implementation for Globalstar has been
successfully demonstrated in a simulated satellite environment. This
demonstration validated Globalstar's encoding, modulation, control
software, time and frequency distribution and up/down links between
satellites and handsets.

User Terminal Supply. Qualcomm/Sony and two other manufacturers, L.M.
Ericsson and TELITAL S.r.L, are developing Globalstar's user terminals and
production orders are expected to be issued in the second half of 1997.

Service Providers. Globalstar and its partners have been seeking
alliances with service providers throughout the world and have entered into
a number of agreements in specific territories. Globalstar believes that
these relationships with in-country service providers will facilitate the
granting of local regulatory approvals -- particularly where the service
provider and the licensing authority are one and the same -- as well as
provide local marketing and technical expertise.

Licensing. In January 1995, the Federal Communications Commission
("FCC") granted authority for the construction, launch and operation of the
Globalstar System and assigned spectrum for its user links. Later that
year, the 1995 World Radiocommunication Conference allocated feeder link
spectrum on an international basis for mobile satellite services ("MSS")
systems such as Globalstar, and in November 1996 the FCC authorized
Globalstar's feeder links.

Globalstar's current budget for the cost for the design, construction and
deployment of the Globalstar System, including working capital, cash interest on
anticipated borrowings and operating expenses is approximately $2.5 billion.
Globalstar has recently added enhanced capabilities and additional test
requirements and has experienced cost growth in the development of the ground
system, the final cost impact of which is under assessment. Globalstar, however,
does not expect such cost growth to increase the budget for the project by more
than five percent. Globalstar has raised or received commitments for
approximately $2.3 billion in equity, debt and vendor financing, which
represents approximately 91% of its current budget for completion of the
Globalstar System and commencement of worldwide operations.

In addition, Globalstar has agreed to purchase from Space Systems/Loral,
Inc. ("SS/L") eight additional spare satellites at a cost estimated at $175
million. Further, in order to accelerate the deployment of gateways around the
world, Globalstar has agreed to finance approximately $80 million of the cost of
up to 32 of the 35 gateways ordered by Globalstar service providers. Globalstar
expects to recover its investment in this gateway financing program from resale
of the gateways to service providers.

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<PAGE> 7

RISK FACTORS

Investors should consider the following risk factors and the risk factors
set forth in GTL's Form 10-K under "Certain Factors that May Affect Future
Results," which report is incorporated herein by reference, in addition to the
other information contained in this Prospectus, in evaluating whether to
purchase the Securities.

Controlling Person. Globalstar is managed by a committee, a majority of
whose members are Loral designated. The independent representatives on the
committee, however, have the right to pass upon certain matters before any
decision to submit them to a vote of the partners and will have certain
authority over the employment of senior officers of Globalstar.

Change of Control of GTL and Reduction in Interest; Investment Company Act
Considerations. If there is (i) a change of control of GTL when GTL owns less
than 50% of the Globalstar partnership interests outstanding or (ii) a sale or
other disposition of partnership interests by which the equity interest of GTL
in Globalstar is reduced to less than 5%, which has not been approved by LQSS or
by the partners of Globalstar, GTL will become a limited partner in Globalstar
and will no longer appoint representatives to serve on the General Partners'
committee. Certain other governance rights granted to GTL under Globalstar's
partnership agreement will also be revoked, and GTL will enjoy only the rights
of a limited partner in Globalstar. If GTL were to cease participation in the
management of Globalstar, which would result if GTL were to undergo a change of
control or a reduction in interest, its interest in Globalstar could be deemed
an "investment security" for purposes of the Investment Company Act. In general,
an entity is an "investment company" if, it owns investment securities having a
value exceeding 40% of the value of its total assets (exclusive of U.S.
government securities and cash items). GTL's sole asset is its partnership
interest in Globalstar. A determination that such investment was an investment
security could result in GTL's being deemed to be an investment company under
the Act and subject to its registration and other requirements. In order to
register, GTL might be required to reincorporate in the U.S. and would be
subject to U.S. tax on its worldwide income, subject to any applicable foreign
tax credits. Globalstar intends to conduct its operations so as to avoid
becoming an investment company under that Act.

No Dividends; Holding Company Structure; General Partner Liability. GTL
has not paid any dividends on its Common Stock, and Globalstar has not made any
distributions on its ordinary partnership interests to its partners. Except for
interest payments by GTL on GTL's 6 1/2% Convertible Preferred Equivalent
Obligations due 2006 (the "CPEOs") and distribution payments by Globalstar on
the redeemable preferred partnership interests (the "Preferred Partnership
Interests") in Globalstar acquired by GTL in connection with its issuance of the
CPEOs, GTL and Globalstar do not anticipate any such dividends or distributions
before Globalstar's Full Constellation Date and positive cash flow, which is not
expected before 1999. GTL may not pay dividends on its Common Stock while
interest arrearages remain outstanding on its CPEOs. GTL's sole asset is its
partnership interest in Globalstar. GTL has no independent means of generating
revenues. Globalstar will pay GTL's operating expenses related to Globalstar;
such expenses are not expected to be material. As a general partner of
Globalstar, GTL is jointly and severally liable with the other general partner
for its obligations to the extent Globalstar is unable to pay. To the extent
permitted by law and agreements relating to indebtedness, Globalstar intends to
distribute to its partners, including GTL, its net cash received from
operations, less amounts required to repay outstanding indebtedness, pay
distributions on the Preferred Partnership Interests, satisfy other liabilities
and fund capital expenditures and contingencies (including funds required for
design, construction and deployment of the second-generation satellite
constellation). GTL intends to promptly distribute as dividends on its Common
Stock the distributions made by Globalstar, less any amounts required for taxes,
liabilities and contingencies.

Rights of Shareholders under Bermuda Law. GTL is incorporated under the
laws of the Islands of Bermuda. Principles of law relating to such matters as
the validity of corporate procedures, the fiduciary duties of GTL's management,
directors and controlling shareholders, and the rights of its shareholders are
governed by Bermuda law and GTL's Memorandum of Association and Bye-Laws. Such
principles may differ from those that would apply if GTL were incorporated in
the United States. There is uncertainty as to whether the courts of Bermuda
would enforce (i) United States court judgments obtained against GTL or its
officers and

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<PAGE> 8

directors resident in foreign countries predicated upon the civil liability
provisions of United States securities laws or (ii) in original actions brought
in Bermuda, liabilities against GTL or such persons predicated upon United
States securities laws.

Tax Considerations. Special U.S. tax rules apply to U.S. taxpayers who own
stock in a "passive foreign investment company ("PFIC")." Although GTL believes
that it will not become a PFIC, there is a risk that in the future it could.
Then a U.S. shareholder would be subject at his election either to (i) a current
tax on undistributed earnings or (ii) a tax deferral charge on certain
distributions and on gains from a sale of shares of the Common Stock (which will
be taxed as ordinary income).

GTL expects that a significant portion of its income will not be subject to
tax by the United States, Bermuda or by the countries from which it derives
income. However, the extent to which certain foreign jurisdictions may require
GTL to pay tax or to make payments in lieu of tax cannot be determined in
advance. See "-- Change of Control of GTL and Reduction in Interest; Investment
Company Act Considerations" and "Taxation."

Shares Eligible for Future Sale. GTL has outstanding 30,632,972 shares of
Common Stock. In addition, (i) 10,061,668 shares of Common Stock are issuable
upon conversion of GTL's CPEOs, (ii) 2,064,500 shares of Common Stock will be
issuable upon exercise of the Warrants offered hereby, (iii) 74,000,000 shares
of Common Stock will be issuable upon exercise by the other partners in
Globalstar of their rights to exchange their ordinary partnership interests for
shares of Common Stock and (iv) 1,250,000 shares of Common Stock are reserved
for issuance under a stock option plan. Sales of substantial amounts of Common
Stock in the public market or the perception that such sales could occur, could
adversely affect the market price of the Common Stock.

Volatility. The market price of the Common Stock has been volatile and the
trading price of the Warrants may also be volatile. In particular, the trading
prices of the common stock of many technology companies have reflected extreme
price and volume fluctuations, which have at times been unrelated to operating
performance. Factors such as announcements of fluctuations in Globalstar's or
its competitors' operating results and market conditions for growth stocks or
technology stocks in general could have a significant impact on the future
trading price of the Common Stock or the Warrants. In particular, the trading
price of the Warrants or the Common Stock could be subject to significant
fluctuations in response to variations in Globalstar's prospects and operating
results which could be affected by delays in the design, construction,
deployment, customer acceptance and commercial operation of the Globalstar
System, delays in obtaining service providers or regulatory approvals in
particular countries, launch failures, general conditions in the
telecommunications industry, regulation, international events, changes in
interest rates and other factors. Such factors may have an adverse effect on the
trading price of the Warrants or the Common Stock from time to time.

Dilution. Globalstar expects to fund its remaining capital requirements
from a combination of sources including debt issuance (which may include an
equity component), exercise of warrants, financial support from the partners,
service provider payments, service revenues from operations, payments from the
sale of gateways and Globalstar Phones. Globalstar may, subject to certain
preemptive and approval rights of its other partners, sell equity interests
(either directly or through the issuance of warrants, or convertible debt
securities), diluting the percentage ownership in Globalstar represented by the
Warrant Shares. Issuing additional partnership interests to new or existing
partners would dilute the ownership of other partners. The issuance of
additional partnership interests at prices lower than the price at which GTL may
purchase them would further dilute GTL. Ordinary partnership interests in
Globalstar are convertible, over a period of years following the date on which
Globalstar commences operations via a 48-satellite constellation and after at
least two consecutive reported fiscal quarters of positive net income, into
Common Stock, subject to certain restrictions, on a one-for-one basis, subject
to adjustment. The antidilution provisions of the Warrants do not provide for
adjustment in respect of issuances of Globalstar partnership interests. See
"Description of Warrants -- Adjustments."

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<PAGE> 9

Absence of a Public Market for the Warrants.

There is no public market for the Warrants and GTL does not intend to apply
for listing of the Warrants on any national securities exchange or for quotation
of the Warrants through the NNM. No assurance can be given as to the liquidity
of the trading market for the Warrants or that an active public market for the
Warrants will develop. If an active public market does not develop, the market
price and liquidity of the Warrants may be adversely affected.

The Warrants are not currently exercisable and will expire on February 15,
2004. A Warrantholder who fails to exercise his Warrants prior to expiration
will lose all rights to acquire Common Stock. Prior to the exercise of the
Warrants, the Warrantholders will not have any of the rights of the holders of
Common Stock.

In the event a bankruptcy or reorganization case is commenced by or against
GTL, the claims of the Warrantholders would be subject to classification and
allowances by the bankruptcy court and the Warrantholders may receive a lesser
amount as a result of any such bankruptcy case than holders of Common Stock
actually issued prior to such bankruptcy.

USE OF PROCEEDS

There will be no proceeds to GTL from the sale of the Warrants by the
Selling Holders. Upon the exercise of the Warrants, GTL will receive $34.7875
per share, or aggregate gross proceeds of $71,818,794, which it will use to
purchase from Globalstar a number of ordinary partnership interests equal to the
number of Warrant Shares issuable upon such exercise for a purchase price equal
to the exercise price of such Warrants. Globalstar will use the proceeds from
such sales of partnership interests to GTL for general corporate purposes.
However, there can be no assurance that GTL or Globalstar will receive any
proceeds from the exercise of the Warrants, as there is no assurance that any
such Warrants will be exercised by the holders thereof.

SELLING HOLDERS

The Warrants, as part of the Units, were originally issued and sold by GTL
in February 1997 to Lehman Brothers Inc., Bear, Stearns & Co. Inc., Donaldson,
Lufkin & Jenrette Securities Corporation and Unterberg Harris (the "Initial
Purchasers") in a private placement, and were resold by the Initial Purchasers
in transactions exempt from the registration requirements of the Securities Act
in the United States to qualified institutional buyers (as defined in Rule 144A
under the Securities Act), to certain accredited investors (as defined in Rule
501(a) under the Securities Act) and outside the United States to non-U.S.
persons in offshore transactions in reliance on Regulation S under the
Securities Act. The Selling Holders may from time to time offer and sell the
Securities set forth below pursuant to this Prospectus.

The following table sets forth as of July 11, 1997, the respective number
of Warrants beneficially owned by each Selling Holder and the number of Warrant
Shares issuable upon the conversion of such Selling Holder's Warrants. The term
Selling Holders includes the holders listed below and the beneficial owners of
the Securities and their transferees, pledgees, donees or other successors.
Except as set forth below, other than as a result of the ownership of the
Securities, none of the Selling Holders has, or within the past three years has
had, any position, office or material relationship with GTL or any of its
predecessors or affiliates. The table has been prepared based upon information
furnished to GTL by or on behalf of the Selling Holders.

5
<PAGE> 10

<TABLE>
<CAPTION>
SECURITIES OWNED PRIOR TO
THE OFFERING
-------------------------
SELLING HOLDERS WARRANTS COMMON STOCK
- --------------------------------------------------------------------------------------- -------- ------------
<S> <C> <C>
Linchmen & Co.......................................................................... 6,250 25,806
Putnam High Yield Advantage Fund....................................................... 6,250 25,806
Smith Barney High Income Fund.......................................................... 6,250 25,806
Putnam High Yield Trust................................................................ 6,135 25,330
Equitable Life Assurance Society of the United States Nonpar (Investment).............. 5,000 24,774
The Income Fund of America, Inc........................................................ 5,500 22,308
The Bond Fund of America, Inc.......................................................... 5,000 20,644
Minnesota Board of Investment.......................................................... 5,000 20,644
OCM High Yield Trust................................................................... 4,960 20,478
Legg Mason Offshore High Yield......................................................... 4,850 20,024
American High Income Trust............................................................. 4,500 18,580
Smith Barney High Income Opportunity Fund.............................................. 4,500 18,580
Breezebell & Co........................................................................ 4,495 18,558
Delta Airlines Retirement Fund......................................................... 4,400 18,166
Putnam Diversified Income Trust........................................................ 4,200 17,340
Funsten Asset Management Co............................................................ 4,129 17,048
Fidelity Charles Street Trust: Fidelity Asset Manager.................................. 4,020 16,598
Bank of Montreal....................................................................... 4,000 16,516
BEA Associates......................................................................... 3,500 14,450
ML CBO IV LTD.......................................................................... 3,500 14,450
Bidwell & Company...................................................................... 3,000 12,386
Legg Mason High Yield.................................................................. 3,000 12,386
MMB Bank............................................................................... 3,000 12,386
Valarian Associates.................................................................... 3,000 12,386
MSIF High Yield........................................................................ 2,880 11,890
Chrysler Corporation Master Retirement Trust........................................... 2,665 11,002
Morgan Stanley High Yield Fund......................................................... 2,625 10,838
Smith Barney Managed High Income Portfolio............................................. 2,600 10,734
Pacific Mutual Life Insurance Co....................................................... 2,500 10,322
OCM High Yield Limited Partnership..................................................... 2,430 10,032
Societe Generale Securities Corporation................................................ 2,250 9,290
BEPCO Retirement Plan.................................................................. 2,000 8,258
Equitable Life Assurance Society of the United States Non Par High Yield
(Investment)......................................................................... 2,000 8,258
Global Diversified CBO, Ltd............................................................ 2,000 8,258
Great American Life Insurance Company.................................................. 2,000 8,258
Offense Group Associates, L.P.......................................................... 2,000 8,258
State of Connecticut Combined Investment Funds......................................... 1,915 7,906
Spirit Investment Corp................................................................. 1,800 7,432
Al-Bank Al-Saudi Al-Alami Limited...................................................... 1,750 7,224
Putnam Variable Trust -- Putnam VT High Yield Fund..................................... 1,740 7,184
Fidelity Charles Street Trust: Fidelity Asset Manager: Growth.......................... 1,660 6,854
Great American Insurance Company....................................................... 1,500 6,192
Protective Life Insurance Co........................................................... 1,500 6,192
Morgan Stanley Offshore Investment Company -- High Yield Fund.......................... 1,335 5,512
Pacific Mutual Life Insurance Co....................................................... 1,250 5,160
Trigon Insurance Company............................................................... 1,250 5,160
London Life Insurance Company.......................................................... 1,230 5,078
Variable Insurance Products Funds II: Asset Manager Portfolios......................... 1,220 5,037
Putnam Premier Income Trust............................................................ 1,215 5,016
Allmerican Investment Trust............................................................ 1,210 26,396(1)
Morgan Stanley Worldwide High, Inc..................................................... 1,140 4,706
State Mutual Account A................................................................. 1,097 13,328(1)
Alliance Income Builder Fund (Investment).............................................. 1,000 4,128
American Variable Insurance Series High Yield Bond Fund................................ 1,000 4,128
Boston Safe Deposit & Trust Co......................................................... 1,000 4,128
Huntington Trust Company............................................................... 1,000 4,128
Legg Mason Offshore Diversified........................................................ 1,000 4,128
ML CBO (Cayman) Limited/ML CBO (Delaware) Corp......................................... 1,000 4,128
North Dakota High Yield................................................................ 1,000 4,128
</TABLE>

6
<PAGE> 11

<TABLE>
<CAPTION>
SECURITIES OWNED PRIOR TO
THE OFFERING
-------------------------
SELLING HOLDERS WARRANTS COMMON STOCK
- --------------------------------------------------------------------------------------- -------- ------------
<S> <C> <C>
Prospect Street High Income Portfolio Inc.............................................. 1,000 4,128
Scudder High Yield Bond Fund........................................................... 1,000 4,128
Swiss Bank Corporation -- London Branch(2)............................................. 1,000 4,128
Zenix High Income Fund................................................................. 1,000 4,128
Master Pension Trust of Pacific Telesis Group.......................................... 995 4,108
Central Secured Investment............................................................. 955 3,942
Alexander Hamilton Capital Management, Inc............................................. 950 3,922
Citibank, N.A.......................................................................... 950 3,922
Putnam High Yield Managed Trust........................................................ 840 3,468
Central States, Southeast and Southwest Areas Pension Fund............................. 825 3,406
Dallas & Lois J. Wuethrich Rev. Trust.................................................. 800 3,302
London Life Insurance Company 010 High Yield Bonds..................................... 700 2,890
Kayne, Anderson Offshore Limited....................................................... 650 2,682
San Diego Employee's Retirement Association............................................ 635 2,620
Hughes Aircraft Company Master Retirement Trust........................................ 595 2,456
Mellon Securities Trust Co............................................................. 550 2,270
Sunamerica Series Trust................................................................ 510 2,104
American Variable Insurance Series Bond Fund........................................... 500 2,064
Barrington Partners.................................................................... 500 2,064
Battery Park High Yield Fund........................................................... 500 2,064
City of New York Police Pension Fund, Article 2 (Investment)........................... 500 2,064
Cody Ltd............................................................................... 500 9,516(1)
Consolidated Healthcare, Inc........................................................... 500 2,064
Fidelity Management Trust Company...................................................... 500 2,064
Goods & Co. ........................................................................... 500 2,064
Integon Life Insurance Company......................................................... 500 2,064
Inter-Oceanic Inv. Inc................................................................. 500 2,064
President and Fellows of Harvard College............................................... 500 2,064
Rigel Investments Corp................................................................. 500 18,516(1)
Southwestern Life Insurance Company.................................................... 500 2,064
Teachers' Retirement System of the State of Illinois................................... 500 2,064
Travelers Series High Income Portfolio................................................. 500 2,064
United Companies Life Insurance Company................................................ 500 2,064
Wyoming Ltd............................................................................ 500 9,516(1)
Putnam Master Income Trust............................................................. 480 1,980
Richard King Mellon Foundation......................................................... 415 1,712
IDS Life Special Income Fund........................................................... 395 8,630(1)
Morgan Stanley Opportunity Bond Fund................................................... 380 1,568
Penn Services High Yield Bond Fund..................................................... 350 1,444
Howard Hughes Medical Institute........................................................ 335 1,382
SSM Health Care........................................................................ 310 1,278
Jose M. Blanes Gras.................................................................... 300 1,238
Putnam Asset Allocation Funds -- Balanced Portfolio.................................... 300 1,238
Putnam Variable Trust -- Putnam VT Diversified Income Fund............................. 300 1,238
Morgan Stanley High Yield Retail....................................................... 260 1,072
Ameritech Corporation Pension Plan..................................................... 250 1,032
Gole Inc............................................................................... 250 3,258(1)
INVESCO Variable Investment -- High Yield Fund......................................... 250 1,032
MAS Funds Multi Asset Class Portfolio.................................................. 250 1,032
Ponte Vedra Partners, Ltd.............................................................. 250 1,032
Putnam Income Fund..................................................................... 250 1,032
Shenkman Capital Management............................................................ 250 1,032
Westwood Intermediate Bond Fund........................................................ 250 1,032
Putnam Managed High Yield Trust........................................................ 245 1,010
Dallas Employees' Retirement Fund...................................................... 225 928
Putnam Master Intermediate Income Trust................................................ 225 928
Elisa Inc.............................................................................. 200 8,277(1)
The George Putnam Fund of Boston....................................................... 200 824
Infanta S.A............................................................................ 200 13,825(1)
Millcross High Yield L.P............................................................... 200 824
</TABLE>

7
<PAGE> 12

<TABLE>
<CAPTION>
SECURITIES OWNED PRIOR TO
THE OFFERING
-------------------------
SELLING HOLDERS WARRANTS COMMON STOCK
- --------------------------------------------------------------------------------------- -------- ------------
<S> <C> <C>
Nummus Productions Inc................................................................. 200 4,825(1)
Trigon Healthcare, Inc................................................................. 200 824
UPS Retirement Plan Trust.............................................................. 200 824
William G. McGowan Charitable Fund, Inc................................................ 200 824
ASPCA Pension Fund..................................................................... 150 618
Report Inc............................................................................. 150 2,619(1)
12/23/70 TR Honore T. Wamsler et al.................................................... 150 618
USA High Yield Portfolio............................................................... 150 618
Variable Insurance Products Funds II: Asset Manager Growth Portfolio................... 150 618
New York University.................................................................... 140 578
Southern Farm Bureau Life Insurance Company............................................ 130 536
Putnam Diversified Income Trust II..................................................... 120 494
Putnam High Income Convertible and Bond Fund........................................... 120 494
Putnam Convertible Opportunities and Income Trust...................................... 115 474
Putnam Funds Trust -- Putnam High Yield Total Return Fund.............................. 110 454
Abbott Laboratories Annuity Retirement Plan............................................ 100 412
Dr. Javier Barz-Manero................................................................. 100 3,812(1)
E.L.C.A. Board of Pensions............................................................. 100 412
Fidelity Asset Manager Fund............................................................ 100 412
Helm Foundation........................................................................ 100 412
Honore T. Wamsler Grantor Trust........................................................ 100 412
Rosfamsa............................................................................... 100 412
Arthur Frumkes Iserprofit.............................................................. 60 247
Arthur Frumkes IRA..................................................................... 20 82
Kapor Family Foundation................................................................ 100 412
Putnam Asset Allocation Funds -- Growth Portfolio...................................... 100 412
Sun Trust Bank......................................................................... 100 412
Tair Ltd............................................................................... 100 412
USE&G Pacholder Fund, Inc.............................................................. 100 412
Employees Retirement Plan of Agway, Inc................................................ 90 370
Putnam Asset Allocation Funds -- Conservative Portfolio................................ 90 370
Putnam High Yield Fixed Income Trust (DBT)............................................. 90 370
Putnam Variable Trust -- Putnam VT Global Asset Allocation Fund........................ 80 330
Dr. Arthur Stratton.................................................................... 50 206
C.L. Jackson........................................................................... 50 206
Caroline Wamsler Grantor Trust......................................................... 50 206
Daniel D. Jackson Qualified PR/SH...................................................... 50 206
David Welles IRA Rollover.............................................................. 50 206
Donald N. Martin IRA Rollover.......................................................... 50 206
E.C. Kenyon Construction Company Profit Sharing Plan................................... 50 206
Fletcher Industries, Inc. Employees' Profit Sharing Plan............................... 50 206
Franklin C. McRoberts, Jr.............................................................. 50 103
Glora Bee Helm IRA..................................................................... 50 103
Glora Bee Helm Non-exempt Marital Trust................................................ 50 103
Irene Wamsler-Snow Grantor Trust....................................................... 50 103
Jane H. Perkins Trust U/A 12/15/76..................................................... 50 103
Joanne T. Pao.......................................................................... 50 103
Kenneth C. Bates IRA Rollover.......................................................... 50 103
Lincoln National Global Asset Allocation Fund, Inc. ................................... 50 103
Paul J. Leach.......................................................................... 50 103
Pauline W. Joerger/Albert G. Joerger................................................... 50 103
Peter A. Massamiso IRA................................................................. 50 103
Richard and Johanna Harrison Jt. Ten................................................... 50 103
RWH/HRH TR FBO Pamela Howard Gumprecht................................................. 50 103
The Stepping Stones Foundation......................................................... 50 103
Sue Ling Gin McGowan................................................................... 50 103
Susanne Wamsler Redetzki Grantor Trust................................................. 50 103
Theodore H. Barth Foundation........................................................... 50 103
TR U/A DTD 1/28/81 FBO Bettina Wamsler................................................. 50 103
TRST 1 U/W HPD F/B/O Kathleen Devries.................................................. 50 103
</TABLE>

8
<PAGE> 13

- ---------------
(1) Includes Common Stock beneficially owned by such Selling Holder.

(2) S.G. Warburg, an affiliate of Swiss Bank Corporation, was a co-lead manager
for GTL in its initial public offering in January 1995.

The information concerning the Selling Holders may change from time to
time. If required, such changes will be set forth in Prospectus Supplements. The
per share conversion price and, therefore, the number of shares of Common Stock
issuable upon conversion of the Warrants, are subject to adjustment under
certain circumstances. Accordingly, the number of shares of Common Stock
issuable upon conversion of Warrants may increase or decrease. Because the
Selling Holders may offer all or some portion of the Securities pursuant to this
Prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of Securities, no estimate can be given
as to the amount of Securities that will be held by the Selling Holders upon
termination of this offering.

PLAN OF DISTRIBUTION

The Warrants offered hereby may be sold from time to time to purchasers
directly by the Selling Holders. Alternatively, the Selling Holders may from
time to time offer the Warrants to or through underwriters, broker-dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Holders or the purchasers of
Warrants, for whom they may act as agent. The Selling Holders and any
underwriters, broker-dealers or agents that participate in the distribution of
the Warrants may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of Warrants by them and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.

The Warrants offered hereby may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated

9
<PAGE> 14

prices. Such prices will be determined by the Selling Holders or by agreement
between the Selling Holders and underwriters and dealers who may receive fees or
commissions in connection therewith. The sale of the Warrants may be effected in
transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which the Warrants may be
listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii)
in transactions otherwise than on such exchanges or in the over-the-counter
market or (iv) through the writing of options. At the time a particular offering
of Warrants is made, a Prospectus Supplement, if required, will be distributed
which will set forth the aggregate amount and type of Warrants being offered and
the terms of the offering, including the name or names of any underwriters,
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the Selling Holders and any discounts,
commissions or concessions allowed or reallowed or paid to broker-dealers.

The outstanding Common Stock is listed on the NNM, and GTL has applied for
listing the Warrant Shares on the NNM. GTL does not intend to apply for listing
of the Warrants on any securities exchange or authorization for quotation of the
Warrants on any quotation system. There is no assurance as to the development or
liquidity of any trading market that may develop for the Warrants.

To comply with the securities laws of certain jurisdictions, if applicable,
the Warrants will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the Warrants may not be offered or sold (unless they have been registered or
qualified for sale) in such jurisdictions or an exemption from registration or
qualification is available and is complied with.

Pursuant to the Warrant Agreement, all expenses of the registration of the
Securities will be paid by GTL, including, without limitation, Commission filing
fees; provided, however, that the Selling Holders will pay all underwriting
discounts, selling commissions and related fees, if any. Holders of Securities
and GTL have agreed to indemnify each other against certain liabilities,
including certain liabilities arising under the Securities Act.

The Warrant Shares offered hereby are offered upon exercise of the
Warrants. The offering of the Warrant Shares will terminate upon the earlier of
(i) such time as all the Warrants have been exercised and (ii) February 15,
2004.

DESCRIPTION OF WARRANTS

The Warrants were issued pursuant to a warrant agreement (the "Warrant
Agreement") between GTL and The Bank of New York, as Warrant Agent (the "Warrant
Agent"). The following summary of certain provisions of the Warrant Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Warrant Agreement, including the definitions therein of certain terms used
below. Capitalized terms used in this Description of Warrants and not otherwise
defined herein have the meanings ascribed to such terms in the Warrant
Agreement. A copy of the form of Warrant Agreement may be obtained by contacting
Globalstar at 3200 Zanker Road, P.O. Box 640670, San Jose, California
95164-0670, Attention: Stephen C. Wright.

GENERAL

Each Warrant, when exercised, will entitle the holder thereof to receive
4.129 fully paid and non-assessable shares of Common Stock of GTL (the "Warrant
Shares") at an exercise price of $34.7875 per share (the "Exercise Price"). The
Exercise Price and the number of shares of Common Stock issuable upon exercise
of a Warrant are both subject to adjustment in certain circumstances described
below.

The Warrant Funding Agreement provides that upon the exercise of any
Warrant, GTL will purchase from Globalstar, and Globalstar will sell to GTL, a
number of ordinary partnership interests equal to the number of shares of Common
Stock issuable upon such exercise for a purchase price equal to the exercise
price of such Warrant.

The Warrants may be exercised at any time after February 19, 1998;
provided, however, that holders of Warrants will be able to exercise their
Warrants only if this Registration Statement is effective or the exercise

10
<PAGE> 15

of the Warrants is exempt from the registration requirements of the Securities
Act, and the Warrants and the Warrant Shares are qualified for sale or exempt
from qualification under the applicable securities laws of the states or other
jurisdictions in which such holders reside. Unless earlier exercised, the
Warrants will expire on February 15, 2004 (the "Expiration Date"). GTL will give
notice of expiration not less than 90 nor more than 120 days prior to the
Expiration Date to the registered holders of the then outstanding Warrants. If
GTL fails to give such notice, the Warrants will nevertheless expire and become
void on the Expiration Date. The Warrants trade separately from the Notes
commencing on the date hereof.

In order to exercise all or any of the Warrants, the holder thereof is
required to surrender to the Warrant Agent the related registered certificate
issued by GTL representing the Warrants (the "Warrant Certificate") with the
accompanying form of election to purchase properly completed and executed, and
to pay in full the Exercise Price for each share of Common Stock or other
securities issuable upon exercise of such Warrants. The Exercise Price may be
paid (i) in cash or by certified or official bank check or by wire transfer to
an account designated by GTL for such purpose or (ii) without the payment of
cash, by reducing the number of shares of Common Stock that would be obtainable
upon the exercise of a Warrant and payment of the Exercise Price in cash so as
to yield a number of shares of Common Stock upon the exercise of such Warrant
equal to the product of (a) the number of shares of Common Stock for which such
Warrant is exercisable as of the date of exercise (if the Exercise Price were
being paid in cash) and (b) the Cashless Exercise Ratio (the "Cashless
Exercise"). The "Cashless Exercise Ratio" shall equal a fraction, the numerator
of which is the excess of the Current Market Value per share of Common Stock on
the Exercise Date over the Exercise Price per share as of the Exercise Date and
the denominator of which is the Current Market Value per share of the Common
Stock on the Exercise Date. Upon surrender of a Warrant Certificate representing
more than one Warrant in connection with the holder's option to elect a Cashless
Exercise, the number of shares of Common Stock deliverable upon a Cashless
Exercise shall be equal to the number of shares of Common Stock issuable upon
the exercise of Warrants that the holder specifies are to be exercised pursuant
to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions
of the Warrant Agreement shall be applicable with respect to a surrender of a
Warrant Certificate pursuant to a Cashless Exercise for less than the full
number of Warrants represented thereby. Upon surrender of the Warrant
Certificate and payment of the Exercise Price, GTL will deliver or cause to be
delivered to or upon the written order of such holder, a stock certificate
representing 4.129 shares of Common Stock of GTL for each Warrant evidenced by
such Warrant Certificate, subject to adjustment as described herein. If less
than all of the Warrants evidenced by a Warrant Certificate are to be exercised,
a new Warrant Certificate will be issued for the remaining number of Warrants.
No fractional shares of Common Stock will be issued upon exercise of the
Warrants. GTL will pay to the holder of the Warrant at the time of exercise an
amount in cash equal to the Current Market Value of any such fractional share of
Common Stock.

The holders of unexercised Warrants are not entitled, by virtue of being
such holders, to receive dividends, to vote, to consent, to exercise any
preemptive rights or to receive notice as stockholders of GTL in respect of any
stockholders meeting for the election of directors of GTL or any other purpose,
or to exercise any other rights whatsoever as stockholders of GTL.

Certificates for Warrants will be issued in fully registered form only. No
service charge will be made for registration of transfer or exchange upon
surrender of any Warrant Certificate at the office of the Warrant Agent
maintained for that purpose. GTL may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration or transfer or exchange of Warrant Certificates.

In the event a bankruptcy or reorganization is commenced by or against GTL,
a bankruptcy court may hold that unexercised Warrants are executory contracts
which may be subject to rejection by GTL with approval of the bankruptcy court.
As a result, holders of the Warrants may not, even if sufficient funds are
available, be entitled to receive any consideration or may receive an amount
less than they would be entitled to receive if they had exercised their Warrants
prior to the commencement of any such bankruptcy or reorganization.

11
<PAGE> 16

ADJUSTMENTS

The number of shares of Common Stock of GTL issuable upon the exercise of
the Warrants and the Exercise Price will be subject to adjustment in certain
circumstances, including:

(i) the payment by GTL of dividends and other distributions on its
Common Stock payable in Common Stock or other equity interests of GTL;

(ii) subdivisions, combinations and certain reclassifications of the
Common Stock of GTL;

(iii) the issuance to all holders of Common Stock of rights, options
or warrants entitling them to subscribe for additional shares of Common
Stock, or of securities convertible into or exercisable or exchangeable for
additional shares of Common Stock at an offering price (or with an initial
conversion, exercise or exchange price plus such offering price) which is
less than the current market value per share of Common Stock;

(iv) the distribution to all holders of Common Stock of any assets of
GTL (including cash), debt securities of GTL or any rights or warrants to
purchase any securities (excluding those rights and warrants referred to in
clause (iii) above and cash dividends and other cash distributions from
current or retained earnings);

(v) the issuance of shares of Common Stock for a consideration per
share which is less than the current market value per share of Common
Stock; and

(vi) the issuance of securities convertible into or exercisable or
exchangeable for Common Stock for a conversion, exercise or exchange price
per share which is less than the current market value per share of Common
Stock.

Notwithstanding clauses (i) through (vi) above, no such adjustment shall be
made, directly or indirectly, as a direct or indirect result of the offering of
GTL Rights (or any exercise thereof), the acceleration or exercise of the GTL
Guarantee Warrants or the issuance or other distribution of partnership
interests by Globalstar. In addition, the events described in clauses (i) and
(vi) above are subject to certain exceptions described in the Warrant Agreement,
including, without limitation, certain bona fide public offerings and private
placements and certain issuances of Common Stock pursuant to employee stock
incentive plans.

No adjustment in the Exercise Price will be required unless such adjustment
would result in an increase or decrease of at least 1% in the Exercise Price;
provided, however, that any adjustment that is not made as a result of this
paragraph will be carried forward and taken into account in any subsequent
adjustment. In addition, GTL may at any time reduce the Exercise Price (but not
to an amount that is less than the par value of the Common Stock) for any period
of time (but not less than 20 business days) as deemed appropriate by the Board
of Directors of GTL.

In case of certain consolidations or mergers of GTL, or the sale of all or
substantially all of the assets of GTL to another Person, each Warrant will
thereafter be exercisable for the right to receive the kind and amount of shares
of stock or other securities or property to which such holder would have been
entitled as a result of such consolidation, merger or sale had the Warrants been
exercised immediately prior thereto. However, if (i) GTL consolidates, merges or
sells all or substantially all of its assets to another person and, in
connection therewith, the consideration payable to the holders of Common Stock
in exchange for their shares is payable solely in cash or (ii) there is a
dissolution, liquidation or winding-up of GTL, then the holders of the Warrants
will be entitled to receive distributions on an equal basis with the holders of
Common Stock or other securities issuable upon exercise of the Warrants, as if
the Warrants had been exercised immediately prior to such event, less the
Exercise Price. Upon receipt of such payment, if any, the Warrants will expire
and the rights of holders thereof will cease. In the case of any such
consolidation, merger or sale of assets, the surviving or acquiring person and,
in the event of any dissolution, liquidation or winding-up of GTL, GTL must
deposit promptly with the Warrant Agent the funds, if any, required to pay the
holders of the Warrants. After such funds and the surrendered Warrant
Certificates are received, the Warrant Agent is required to deliver a check in
such amount as is appropriate (or, in the case of consideration other than cash,
such other consideration as is appropriate) to such Persons as it may be
directed in writing by the holders surrendering such Warrants.

12
<PAGE> 17

In the event of a taxable distribution to holders of Common Stock of GTL
which results in an adjustment to the number of shares of Common Stock or other
consideration for which a Warrant may be exercised, the holders of the Warrants
may, in certain circumstances, be deemed to have received a distribution subject
to United States federal income tax as a dividend.

AMENDMENT

Any amendment or supplement to the Warrant Agreement that has an adverse
effect on the interests of the holders of the Warrants will require the written
consent of the holders of a majority of the then outstanding Warrants (excluding
any Warrants held by GTL or any of its Affiliates). Notwithstanding the
foregoing, from time to time, GTL and the Warrant Agent, without the consent of
the holders of the Warrants, may amend or supplement the Warrant Agreement for
certain purposes, including to cure any ambiguities, defects or inconsistencies
or to make any change that does not adversely affect the rights of any holder.
The consent of each holder of the Warrants affected will be required for any
amendment pursuant to which the Exercise Price would be increased or the number
of shares of Common Stock issuable upon exercise of the Warrants would be
decreased (other than pursuant to adjustments provided for in the Warrant
Agreement) or the exercise period with respect to the Warrants would be
shortened.

REGISTRATION RIGHTS

GTL is required under the Warrant Agreement to use its reasonable efforts
to cause this Registration Statement to remain effective until the earlier of
(i) such time as all the Warrants have been exercised and (ii) February 15,
2004.

Each holder of Warrants that sells such Warrants pursuant to this
Registration Statement generally will be required to deliver a prospectus to the
purchaser, will be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales and will be bound by certain
provisions of the Warrant Agreement which are applicable to such holder
(including certain indemnification obligations).

During any consecutive 365-day period, GTL shall be entitled to suspend the
availability of the Registration Statement for up to two 45 consecutive-day
periods (except for the 45 consecutive-day period immediately prior to the
Expiration Date) if the Board of Directors determines in the exercise of its
reasonable judgment that there is a valid business purpose for such suspension
and provides notice that such determination was made to the holders of the
Warrants; provided, however, that in no event shall GTL be required to disclose
the business purpose for such suspension if GTL determines in good faith that
such business purpose must remain confidential. There can be no assurance that
GTL will be able to keep this Registration Statement continuously effective
until all of the Warrants have been exercised or have expired.

TAXATION

The following discussion is a summary of certain material federal income
tax considerations relevant to the acquisition, ownership and disposition of the
Warrants and the Warrant Shares by holders acquiring Warrants and Warrant
Shares. This does not purport to be a complete analysis or listing of all
potential tax considerations that may be relevant to holders. The discussion
does not include the special rules that may apply to certain holders (including
insurance companies, tax-exempt organizations, financial institutions or
broker-dealers, foreign corporations and persons who are not citizens or
residents of the United States), and does not address the tax consequences of
the laws of any state, locality or foreign jurisdiction. The discussion is based
upon currently existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), existing and proposed Treasury regulations promulgated
thereunder and current administrative rulings and court decisions, all of which
are subject to change and any such change could affect the continuing validity
of this discussion. There can be no assurance that the IRS will not take a
different position concerning the tax consequences of the acquisition, ownership
or disposition of the Warrants and the Warrant Shares or that any such IRS
position would not be sustained. This discussion applies only to a holder that
will hold Warrants and Warrant Shares as "capital assets" within the meaning of
Section 1221 of the Code.

13
<PAGE> 18

EACH PURCHASER IS URGED TO CONSULT HIS OWN TAX ADVISER AS TO THE PARTICULAR
TAX CONSEQUENCES OF ACQUIRING, OWNING AND DISPOSING OF THE WARRANTS AND WARRANT
SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY FEDERAL, STATE OR FOREIGN
INCOME AND OTHER TAX LAWS.

UNITED STATES FEDERAL INCOME TAXATION OF U.S. HOLDERS

This section discusses certain rules applicable to a holder of Warrants and
Warrant Shares that is a United States Holder. For purposes of this discussion,
a "United States Holder" means a holder of Warrants or Warrant Shares who or
which is (i) an individual who is a citizen or resident of the United States for
U.S. Federal income tax purposes, (ii) a corporation or other entity taxable as
a corporation created or organized in the United States or under the laws of the
United States or any political subdivision thereof (including the States and the
District of Columbia), (iii) an estate or trust described in Section 7701(a)(30)
of the Code or (iv) a person whose worldwide income or gain is otherwise subject
to U.S. Federal income taxation on a net income basis.

TAX TREATMENT OF THE WARRANTS

A holder of a Warrant will recognize gain or loss upon the sale or other
taxable disposition of a Warrant in an amount equal to the difference between
the amount of cash and fair market value of property received and the holder's
adjusted tax basis in the Warrant. Such gain or loss generally will be capital
gain or loss if the gain or loss from a taxable disposition of Common Stock
received upon exercise of a Warrant would be capital gain or loss, and will be
long-term capital gain or loss if the holder has held the Warrant for more than
one year.

In general, upon redemption or repurchase by GTL of the Warrants, a holder
will recognize capital gain or loss in an amount equal to the difference between
the amount realized in the redemption or repurchase and the holder's adjusted
tax basis in such Warrants.

The exercise of a Warrant will not result in a taxable event to the holder
of a Warrant (except (i) with respect to the receipt of cash in lieu of a
fractional share of Common Stock or (ii) subject to the discussion below, where
another Warrant is surrendered in payment of all or part of the exercise price).
The receipt of cash in lieu of a fractional share of Common Stock will be
taxable as if the fractional share had been issued and then redeemed for cash.
As a result, a holder would recognize gain or loss in an amount equal to the
difference between the amount of cash received for the fractional share and the
holder's tax basis (described below) in the fractional share. It is unclear
whether a Cashless Exercise will result in the recognition of gain to the holder
in an amount equal to the excess of (i) the value of the Warrant Shares received
(plus any cash received in lieu of a fractional share) over (ii) the holder's
adjusted tax basis in all of the Warrants surrendered pursuant to such exercise.
Accordingly, holders should consult with their own tax advisors before
exercising the Warrants in such manner.

A holder's federal income tax basis in the Common Stock received upon
exercise of a Warrant (including any fractional share interest) will be equal to
the sum of the holder's federal income tax basis in the Warrant immediately
prior to exercise plus (i) the amount of any cash paid upon exercise, (ii) the
holder's adjusted tax basis at the time of exercise in all or any portion of a
Warrant surrendered in payment of the exercise price, and (iii) the amount of
any gain or other income recognized as a result of using such Warrant to pay all
or part of the exercise price. The holder's holding period for the Common Stock
(including any fractional share interest) would begin on the day after the date
of exercise.

Upon the expiration of an unexercised Warrant, a holder will generally
recognize a capital loss equal to the adjusted tax basis of such Warrant. Such
loss generally will be long-term capital loss if the holder has held the Warrant
for more than one year.

An adjustment in the exercise price or conversion ratio with respect to the
Warrants made pursuant to the anti-dilution provisions of the Warrants may, in
certain circumstances, result in constructive distributions to the holders of
the Warrants which could be taxable as dividends to the holders under section
305 of the Code.

14
<PAGE> 19

A holder's federal income tax basis in a Warrant would generally be increased by
the amount of any such dividend.

OTHER UNITED STATES TAX CONSIDERATIONS

Taxation of GTL. GTL is a foreign corporation established for the sole
purpose of acquiring and holding a partnership interest in Globalstar, a
Delaware limited partnership. GTL's tax consequences will result from its status
as a partner in Globalstar. As a partnership, Globalstar itself will not be
subject to federal income taxation. Generally, its partners will be taxed as if
they directly expended their share of Globalstar expenditures and directly
realized their share of Globalstar income. GTL expects, based on Globalstar's
description of its proposed activities, that most of GTL's income will be from
sources outside the United States and that such income will not be effectively
connected with the conduct of a trade or business within the United States
("Foreign Income"). Thus, there generally will be no U.S. taxes on GTL's share
of Globalstar's Foreign Income. The Internal Revenue Service may disagree and/or
promulgate regulations that would recharacterize a substantial portion of GTL's
share of Globalstar's income as from U.S. sources and/or as effectively
connected with the conduct by GTL of a trade or business in the United States so
as to subject that income to regular U.S. income and branch profits taxes.

GTL will be subject to U.S. tax at regular U.S. federal, state and local
corporate rates on GTL's share of Globalstar's income which is effectively
connected with the conduct of a trade or business in the United States ("U.S.
Income"), and will be required to file federal, state and local income tax
returns with respect to such U.S. Income. Globalstar is obligated to provide the
information required for GTL to prepare its federal, state and local income tax
returns. Globalstar intends to make pro rata cash distributions, to the extent
of available funds, to all partners until the partners, such as GTL, have been
distributed an amount sufficient to enable them to pay the federal, state and
local income taxes on their share of Globalstar's U.S. Income. This requirement
to distribute to partners for federal income taxes may be satisfied by a
withholding tax payment made by Globalstar to the U.S. Treasury. The amount
withheld may exceed the amount of GTL's federal income tax liability and GTL
would then be entitled to seek a refund from the U.S. Treasury for the excess
amount. In addition to the regular U.S. taxes, GTL will be subject to a United
States branch profits tax (currently 30%) on actual or deemed withdrawals of its
share of Globalstar's U.S. Income.

The Notes issued with the Warrants as part of the Units are applicable high
yield discount obligations ("AHYDOs") for U.S. Federal income tax purposes. As a
result, GTL may not claim any deduction with respect to its allocable share of
original issue discount on the Notes until payments in respect of such original
issue discount are actually made, and in that case, only to the extent that any
such original issue discount is attributable to GTL's share of Globalstar's U.S.
Income.

Taxation of Non-U.S. Investors in GTL. GTL expects that most of its income
will be from sources outside the United States and will not be effectively
connected with a U.S. trade or business. Thus, a holder who is not a United
States Holder (a "Non-U.S. Holder") will not be subject to U.S. federal taxation
on distributions received from GTL unless (i) those distributions are
effectively connected with the conduct by such Non-U.S. Holder of a trade or
business in the United States or (ii) 25% or more of GTL's gross income for the
3-year period ending with the close of GTL's taxable year preceding the
declaration of a distribution was effectively connected with the conduct by GTL
of a trade or business within the United States. In addition, such Non-U.S.
Holder will not be subject to U.S. federal taxation on gains realized by such
Non-U.S. Holder on a sale or exchange of shares of Common Stock unless (i) gain
from the sale of such shares is (a) attributable to an office or fixed place of
business maintained by such Non-U.S. Holder in the United States or (b)
effectively connected with the conduct by such Non-U.S. Holder of a trade or
business in the United States or (ii) in the case of an individual Non-U.S.
Holder, such Non-U.S. Holder is present in The United States for 183 days or
more in the taxable year of the sale or other disposition and certain other
conditions are satisfied. The determination of whether an investor is engaged in
the conduct of a trade or business in the United States or whether the sale of
an investor's shares of Common Stock is attributable to an office or fixed place
of business of the investor in the United States depends on the facts and
circumstances of each investor's case. Each prospective investor should consult
with his own tax advisor to determine whether his distributions or gains will be
subject to U.S. federal taxation.

15
<PAGE> 20

Taxation of United States Investors in GTL. Special rules apply to the
taxation of a "passive foreign investment company" (a "PFIC"). A PFIC is a
foreign corporation (i) 75% or more of whose income is passive or (ii) 50% or
more of whose assets produce or are held to produce passive income. GTL believes
that it has not been and will not become a PFIC. In particular, GTL expects to
earn, through Globalstar, sufficient active business income to avoid PFIC
status. However, Globalstar may earn passive income such as interest on working
capital and royalties on certain intangibles. Furthermore, the extent and timing
of Globalstar's active business income cannot be predicted with certainty.

If GTL is or were to become a PFIC, a United States Holder would be subject
to a tax-deferral charge on gains on a sale of shares of Common Stock and on
certain "excess distributions" received from GTL, and such gains and excess
distributions will be taxable at ordinary income rates, unless the United States
Holder makes the QEF election described below. The amount of the charges will
depend, in part, on the period during which the shareholders held their shares
of Common Stock.

If a United States Holder makes the qualified electing fund ("QEF")
election provided in Section 1295 of the Code, the shareholder will be required
to include its pro rata share of GTL's ordinary earnings and net capital gain in
income for tax purposes for each taxable year (regardless of when or whether
cash attributable to such income is actually distributed to such shareholder by
GTL). If the United States Holder makes a QEF election, the tax-deferral charge
and ordinary income rules described in the preceding paragraph will not apply.
Actual distributions out of amounts so included in income will not be taxable to
the United States Holder. A United States Holder's tax basis in its shares of
Common Stock will be increased by the amount so included and decreased by the
amount of nontaxable distributions.

The QEF election is effective only if certain required information is made
available by GTL to the IRS. In the event GTL is characterized as a PFIC for
federal income tax purposes, GTL will undertake to comply with the IRS
information requirements necessary to permit United States Holder to make the
election, and provide to each United States Holder information needed for the
determination of such United States Holder's pro rata share of GTL's ordinary
earnings and net capital gain.

To the extent that GTL has undistributed current or accumulated earnings
and profits, payment of a dividend on the Common Stock will be taxable dividend
income to a United States Holder. Because GTL is not incorporated in the United
States, the payments that are treated as dividends will not be eligible for the
dividends received deduction.

BERMUDA TAX CONSIDERATIONS

At the present time, there is no Bermuda income or profits tax, withholding
tax, capital gains tax, capital transfer tax, estate duty or inheritance tax
payable by a Bermuda company or its shareholders, other than shareholders
ordinarily resident in Bermuda. GTL has obtained an assurance from the Minister
of Finance under the Exempted Undertakings Tax Protection Act 1966 that, in the
event that any legislation is enacted in Bermuda imposing any tax computed on
profits or income, or computed on any capital asset, gain or appreciation, or
any tax in the nature of estate duty or inheritance tax, such tax shall not
until March 28, 2016 be applicable to GTL or to any of its operations or to the
shares, debentures or other obligations of GTL except insofar as such tax
applies to persons ordinarily resident in Bermuda and holding such shares,
debentures or other obligations of GTL or any land leased or let to GTL.
Therefore, there will be no Bermuda tax consequences with respect to the sale or
exchange of GTL Stock or with respect to distributions in respect of the Common
Stock. As an exempted company, GTL is liable to pay in Bermuda a registration
fee based upon its authorized share capital and the premium on its issued
shares.

TAX CONSIDERATIONS IN OTHER JURISDICTIONS

Based upon its review of current tax laws, including applicable
international tax treaties of certain countries that Globalstar believes to be
among its significant potential markets, GTL expects that a significant portion
of its worldwide income will not be subject to tax by the United States, Bermuda
or by the countries from which it derives its income. However, to the extent
that Globalstar bears a higher foreign tax because any particular partner
(including GTL) is not subject to United States tax on its share of Globalstar's
foreign

16
<PAGE> 21

income, the additional foreign tax will be specifically allocated to such
partner and will reduce amounts distributed to such partner by Globalstar.

LEGAL OPINIONS

Certain United States tax matters described under "Taxation" will be passed
upon for GTL by Willkie Farr & Gallagher, New York, New York, general counsel to
GTL. Certain Bermuda tax matters described under "Taxation" and the validity of
the Warrants and the Warrant Shares offered hereby will be passed upon for GTL
by Appleby, Spurling & Kempe, Hamilton, Bermuda. As of July 11, 1997, partners
and counsel in Willkie Farr & Gallagher beneficially owned approximately 42,000
shares of the Common Stock. Mr. Robert B. Hodes is of counsel to the law firm of
Willkie Farr & Gallagher, and a Director of GTL and Loral and a member of the
Audit and Executive Committees of the Boards of Directors of both GTL and Loral.

EXPERTS

The financial statements of GTL and Globalstar incorporated in this
Prospectus by reference from GTL's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 have been audited by Deloitte & Touche LLP as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance on the reports of said firm given upon their
authority as experts in auditing and accounting.

17
<PAGE> 22

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GTL, THE
SELLING HOLDERS OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF GTL OR
GLOBALSTAR SINCE THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................. i
Incorporation By Reference............ i
Forward-looking Statements............ ii
Prospectus Summary.................... 1
Recent Developments................... 2
Risk Factors.......................... 3
Use of Proceeds....................... 5
Selling Holders....................... 5
Plan of Distribution.................. 9
Description of Warrants............... 10
Taxation.............................. 13
Legal Opinions........................ 17
Experts............................... 17
</TABLE>

======================================================

GLOBALSTAR
TELECOMMUNICATIONS LIMITED

500,000 WARRANTS
TO PURCHASE

2,064,500 SHARES

OF COMMON STOCK
---------------------------

PROSPECTUS

JULY , 1997

---------------------------
======================================================
<PAGE> 23

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses payable by the
Registrant in connection with this offering, other than underwriting discounts
and commissions. All the amounts shown are estimates, except the SEC
registration fee:

<TABLE>
<S> <C>
SEC registration fee...................................... $ 21,764
Nasdaq National Market listing fee........................ 17,500
Printing fees............................................. 50,000
Legal fees and expenses................................... 50,000
Blue Sky fees and expenses (including legal fees)......... 5,000
Accounting fees and expenses.............................. 17,500
Miscellaneous fees and expenses........................... 5,000
--------
Total................................................ $166,764
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Bermuda law permits a company to indemnify its directors and officers,
except for any act of willful negligence, willful default, fraud or dishonesty.
The Registrant has provided in its Bye-Laws that its directors and officers will
be indemnified and held harmless against any expenses, judgments, fines,
settlements and other amounts incurred by reason of any act or omission in the
discharge of their duty, other than in the case of fraud or dishonesty.

Bermuda law and the Bye-Laws of the Registrant also permit the Registrant
to purchase insurance for the benefit of its directors and officers against any
liability incurred by them for the failure to exercise the requisite care,
diligence and skill in the exercise of their powers and the discharge of their
duties, or indemnifying them in respect of any loss arising or liability
incurred by them by reason of negligence, default, breach of duty or breach of
trust.

The Registrant has entered into indemnification agreements with its
officers and directors. To the extent permitted by law, the indemnification
agreements may require the Registrant, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from
willful misconduct of a culpable nature) and to advance their expenses incurred
as a result of any proceedings against them as to which they could be
indemnified.

The Registrant maintains a directors' and officers' liability insurance
policy.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ----------- ----------------------------------------------------------------------------------
<S> <C>
5+ -- Opinion of Appleby, Spurling & Kempe.
8.1+ -- Tax Opinion of Willkie Farr & Gallagher.
8.2+ -- Tax Opinion of Appleby, Spurling & Kempe (included in their opinion filed as
Exhibit 5).
23.1+ -- Consent of Deloitte & Touche LLP.
23.2+ -- Consent of Appleby, Spurling & Kempe (included in their opinion filed as Exhibit
5).
23.3+ -- Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit
8.1).
24* -- Powers of attorney (included in Signature Page).
</TABLE>

- ---------------
+ Filed herewith.

* Previously filed.

II-1
<PAGE> 24

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding), is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-2
<PAGE> 25

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON JULY
14, 1997.

GLOBALSTAR TELECOMMUNICATIONS LIMITED

By: *

------------------------------------
Michael B. Targoff
President and
Chief Operating Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------ ----------------------------------------------------
<C> <S> <C>

* Chairman of the Board and Chief July 14, 1997
- ------------------------------------------ Executive Officer (Principal
Bernard L. Schwartz Executive Officer)
* President, Chief Operating Officer and July 14, 1997
- ------------------------------------------ Director
Michael B. Targoff

* Senior Vice President, Chief Financial July 14, 1997
- ------------------------------------------ Officer and Director (Principal
Michael P. DeBlasio Financial Officer)

* Director July 14, 1997
- ------------------------------------------
Robert B. Hodes

* Director July 14, 1997
- ------------------------------------------
Sir Ronald Grierson

* Director July 14, 1997
- ------------------------------------------
E. John Peett

* Director July 14, 1997
- ------------------------------------------
A. Robert Towbin

* Vice President and Controller July 14, 1997
- ------------------------------------------ (Principal Accounting Officer)
Harvey B. Rein
</TABLE>

*By: /s/ ERIC J. ZAHLER

------------------------------

Eric J. Zahler

Attorney-in-Fact

II-3
<PAGE> 26

EXHIBIT INDEX

- ---------------
+ Filed herewith.

* Previously filed.

II-4

<PAGE> 1

EXHIBIT 5

14 July 1997

Globalstar Telecommunications Limited.

600 Third Avenue

New York, N.Y. 10016

U.S.A.

Dear Sirs,

RE: GLOBALSTAR TELECOMMUNICATIONS LIMITED

We have acted as Bermuda legal advisers to Globalstar Telecommunications
Limited, a Bermuda exempted company (the "Company"). We have been requested to
render this opinion as to Bermuda law in connection with Amendment No. 1 to Form
S-3 Registration Statement (Registration No. 333-25457) relating to the resale
by the holders of 500,000 warrants (the "Warrants") of the Company and the
issuance of 1,032,250 shares of common stock, $1.00 par value, of the Company
that may be acquired upon the exercise of the Warrants (the "Warrant Shares"
and, together with the Warrants, the "Securities").

For the purposes of this opinion, we have been supplied with and reviewed a
copy of the Registration Statement and have relied upon the Memorandum of
Association and Bye-Laws of the Company and such other documents, certificates
and records and have made such investigations as we deem necessary or
appropriate in order to give the opinion expressed herein. As to various
questions of fact, we have relied on statements and certificates of officers and
representatives of the Company.

We have assumed:

(i) the truth, accuracy and completeness as the date of hereof of all
representations as to factual matters made in the documents which we have
examined;

(ii) the genuineness of all signatures on the documents which we have
examined; and

(iii) the conformity to original documents of all documents produced
to us as copies and the authenticity of all original documents which, or
copies of which, have been submitted to us.

Based upon and subject to the foregoing and subject to the reservations
mentioned below and to any matters not disclosed to us, we are of the opinion
that:

(i) the Company is a company duly incorporated and validly existing
under Bermuda law;

(ii) the Warrants have been validly issued and are fully paid and
non-assessable;

(iii) upon the exercise of the Warrants pursuant to their terms and
the payment of the exercise price as provided for therein, the Warrant
Shares will be duly authorised and validly issued and will be fully paid
and non-assessable; and

(iv) the statements set forth in the Prospectus included as part of
the Registration Statement under the heading "Taxation -- Bermuda Tax
Considerations", to the extent that they constitute matters of Bermuda law,
or legal conclusions with respect thereto, have been reviewed by us and are
accurate in all material respects and fairly present the information
disclosed therein in all material respects.

Our reservations are as follows:

(A) We express no opinion as to any law other than Bermuda law and
none of the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction other than Bermuda. Where an
obligation is to be performed in a jurisdiction other than Bermuda, a
Bermuda court may decline to enforce it to the extent that such performance
would be illegal or contrary to public policy under the laws of such other
jurisdiction.

<PAGE> 2

(B) We express no opinion as to the availability of equitable
remedies, such as specific performance or injunctive relief, or as to any
matters which are within the discretion of the Bermuda courts, such as the
award of costs, or questions related to jurisdiction. Further, we express
no opinion as to the validity or binding effect in Bermuda of any waiver of
or obligation to waive any provision of law (whether substantive or
procedural) or any right or remedy arising through circumstances not known
at the time of the filing of the Registration Statement.

(C) Section 9 of the Interest and Credit Charges (Regulation) Act 1975
provides that the Bermuda courts have discretion as to the amount of
interest if any payable on the amount of a judgment after date of judgment.
If the court does not exercise that discretion, then interest will accrue
at the statutory rate which is currently seven per cent per annum.

(D) Where a party is vested with a discretion or may determine a
matter in its opinion, such discretion may have to be exercised reasonably
or such an opinion may have to be based on reasonable grounds.

(E) For the purposes of this opinion:

(a) the term "fully paid" means, in relation to the issued shares
of a company limited by shares (that is to say, a company having the
liability of its members limited by its Memorandum of Association to the
amount, if any, unpaid on the shares held by them), that members holding
such shares have no liability to make any contribution or other payment
to the company in respect of those shares; and

(b) the term "non-assessable" means, in relation to fully paid
shares of a company, that such member shall not be bound by an
alteration to the Memorandum of Association or to the Bye-Laws of that
company after the date upon which he became a member, if insofar as the
alteration requires him to take, or subscribe for additional shares, or
in any way increases his liability to contribute to the share capital of
or otherwise to pay money to the company.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm therein.

This opinion is governed by Bermuda law and is issued on the basis that it
will not give rise to any action in any jurisdiction other than Bermuda. It is
issued solely for the benefit of the addressee in relation to the transaction
described above and is not to be made available to or relied upon by any other
person, firm or entity.

Yours faithfully,

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EXHIBIT. 8.1

July 14, 1997

Globalstar Telecommunications Limited
Cedar House, 41 Cedar Avenue
Hamilton HM12, Bermuda

Ladies and Gentlemen:

We have acted as counsel to Globalstar Telecommunications Limited (the
"Company"), a company organized under the laws of Bermuda, in connection with
the preparation of a Registration Statement on Form S-3 (Registration No.
333-25457) (as amended, the "Registration Statement") relating to (i) the resale
by the Selling Holders named in the Registration Statement of 500,000 warrants
(the "Warrants") of the Company and (ii) the issuance of 2,064,500 shares of the
common stock of the Company, par value $.01 per share, that may be acquired upon
the exercise of the Warrants (together with the Warrants, the "Securities").

In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement and such corporate
records, agreements, documents and other instruments as we have deemed necessary
for the purpose of this opinion letter. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinions hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied on statements
and certificates of officers and representatives of the Company and public
officials.

Based upon the foregoing and having regard for such legal questions as we
have deemed relevant, the legal conclusions set forth in the discussion of U.S.
tax law under the headings "Taxation -- United States Tax Considerations",
"-- Tax Treatment of the Warrants" and "-- Other United States Tax
Considerations" are our opinions, and it is our opinion that this discussion
addresses the material U.S. tax consequences of an investment in the Securities.

We call to your attention that we are members of the Bar of the State of
New York and do not purport to be experts in, or to render any opinions with
respect to, the laws of jurisdictions other than the State of New York, except
for the federal laws of the United States of America and the Revised Uniform
Limited Partnership Act of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus included as
part of the Registration Statement. In giving such consent, we do not admit
hereby that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Willkie Farr & Gallagher

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EXHIBIT 23.1

CONSENT OF DELOITTE & TOUCHE LLP

Globalstar Telecommunications Limited:

We consent to the incorporation by reference in Amendment No. 1 to
Registration Statement No. 333-25457 of Globalstar Telecommunications Limited of
our reports dated February 24, 1997 on the consolidated financial statements of
Globalstar Telecommunications Limited and Globalstar, L.P. appearing in the
Annual Report on Form 10-K of Globalstar Telecommunications Limited for the year
ended December 31, 1996 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.

Deloitte & Touche LLP

San Jose, California

July 11, 1997