<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Globalstar Telecommunications Limited
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
G3930H104
(CUSIP Number)
Avi Katz, Vice President, Secretary and General Counsel,
Loral Space & Communications Ltd.,
c/o Loral SpaceCom Corporation, 600 Third Avenue, New York, New York 10016
(212) 697-1105
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. G3930H104 PAGE 2 OF 9 PAGES
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<S> <C> <C>
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loral Space & Communications Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
16,352,860
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH --------- ---------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
16,352,860
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
16,352,860
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 9
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Loral Space & Communications Ltd., a Bermuda company
("Loral"), hereby amends and supplements, in this Amendment No. 5 to Schedule
13D (this "Amendment No. 5"), the Statement on Schedule 13D originally filed on
October 29, 1996, as amended on May 21, 1997, June 11, 1998, July 31, 1998 and
January 26, 1999 (as so amended, the "Schedule 13D"), with respect to shares of
Common Stock, $1.00 par value per share (the "Shares"), of Globalstar
Telecommunications Limited, a Bermuda company (the "Company), as follows:
Capitalized terms used herein but not defined herein have the
meanings assigned to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by replacing the
first paragraph thereof with the following:
This Statement is filed by and on behalf of Loral, a Bermuda
company. Loral is engaged in the space and telecommunications business and has
its principal executive offices at Cedar House, 41 Cedar Avenue, Hamilton HM12,
Bermuda. The executive office of Loral SpaceCom Corporation, the subsidiary of
Loral that supervises the activities of Loral's subsidiaries in North America,
is located at 600 Third Avenue, New York, New York 10016. Schedule I of the
Schedule 13D is hereby amended and restated by Schedule I attached to this
Amendment No. 5.
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the Schedule 13D is hereby amended by adding the
following after the fourth paragraph thereof:
On December 8, 1999, Loral acquired 103,187 Shares of the
common stock of the Company in a private transaction in consideration for
providing certain guarantees.
On September 29, 2000, Loral purchased 1,120,187 Shares of the
common stock of the Company. The aggregate cost of the Shares was
$12,000,000.00, which was paid for by Loral using cash-on-hand.
On November 15, 2000, Loral acquired 496,817 Shares of the
common stock of the Company as a result of dividends, which were paid in Shares,
issued by the Company in respect of its 8% Series A Preferred Stock.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
The sole business of the Company is acting as a general
partner in Globalstar, L.P. ("Globalstar"), which operates a worldwide,
low-earth orbit satellite-based digital
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telecommunications system (the "Globalstar System(TM)"). Loral owns, directly
and indirectly, approximately 39% of the outstanding equity of Globalstar and
has overall management responsibility for the design, construction, deployment
and operation of the Globalstar System. A portion of Loral's interest in
Globalstar is held through the Company, and certain of the Company's directors
are also members of the Board of Directors or senior management of Loral. See
Item 6 for a further description of the relationship between Loral and the
Company.
Loral may make further purchases of Shares from time to time.
The Company has previously announced that it intends to pay dividends on its 8%
Series A Preferred Stock in Shares until further notice. Accordingly, Loral
expects that it will receive additional Shares from the Company as a result of
such dividends. Loral may not sell the Shares unless they are registered under
the Securities Act of 1933, as amended (the "Securities Act") or sold pursuant
to an exemption from registration, including an exemption under Rule 144 of the
Securities Act.
On December 8, 1999, Loral acquired 103,187 Shares of the
common stock of the Company in a private transaction in consideration for
providing certain guarantees.
On September 29, 2000, Loral purchased 1,120,187 Shares of the
common stock of the Company at a purchase price of $10.7125 per Share.
On November 15, 2000, Loral acquired 496,817 Shares of the
common stock of the Company as a result of dividends, which were paid in Shares,
issued by the Company in respect of its 8% Series A Preferred Stock.
The purpose of the acquisition of the Shares by the Executive
Officers and Directors is for investment. The Executive Officers and Directors
may make further purchases of Shares from time to time and, subject to any
applicable restrictions under the Securities Act, may dispose of any or all of
the Shares held by them at any time.
Except as set forth above and in Item 6 below, neither Loral
nor, to the best knowledge of Loral, any of the persons listed in Schedule I,
has any plans or proposals that relate to or would result in any of the
consequences set forth in Sections (a) through (j) of Item 4 of Schedule 13D.
Each of Loral and each of the persons listed on Schedule I may, at any time,
review or reconsider its or his position with respect to the Company and
formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item 5. Interest in Securities of the Company
Item 5(a)-(c) of the Schedule 13D is hereby amended and
restated as follows:
(a)-(b) Except as set forth in Item 6:
(i) Loral Beneficially Owns 16,352,860 Shares by virtue of
having sole voting and dispositive power with respect to the Shares.
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Loral acquired 1,674,400 Shares on April 22, 1996 in a
distribution from Loral Corporation in connection with the Spin-Off. Loral
SpaceCom Corporation, a wholly-owned subsidiary of Loral, transferred 267,256 of
such Shares (the "Lehman GTL Shares") to certain partnerships affiliated with
Lehman Brothers Holdings Inc. (the "Lehman Partnerships") on August 9, 1996 in
exchange for shares of Series S Redeemable Preferred Stock of SS/L (Bermuda)
Ltd. (the "Lehman Transaction"). On March 3, 1996, Loral acquired 2,050,000
CPEOs, which were initially convertible, at a conversion price of $65.00, into
1,576,923 Shares. On April 29, 1997, Loral, by virtue of its ownership of
1,407,144 Shares, acquired 159,170 Shares (the "Rights Shares") pursuant to the
exercise of subscription rights to purchase Common Stock at $26.50 per share
("GTL Rights") distributed by GTL to shareholders of record on March 24, 1997.
On April 30, 1997, Loral and Space Systems/Loral, Inc., a wholly owned
subsidiary of Loral ("SS/L"), exercised their GTL Warrants and purchased 942,428
and 195,094 Shares, respectively (collectively, the "Warrant Shares"). On May 5,
1997, Loral acquired 16,002 Shares (the "Standby Shares") pursuant to a Standby
Agreement between Loral and the Company under which Loral was obligated to
purchase any Shares not purchased by shareholders pursuant to the exercise of
Rights.
On May 28, 1997, the Company issued a 100% stock dividend (the
"1997 Stock Split"). As a result of the 1997 Stock Split, Loral's ownership of
Shares increased from 2,719,838 Shares to 5,439,676 Shares.
As a result of an antidilution adjustment in the conversion
price of the CPEOs effected by the Stock Split and the distribution of the
Rights, Loral became entitled to convert its CPEOs into an additional 1,749,917
Shares. On March 31, 1998, the Company called for the provisional redemption of
the CPEOs. Under the terms of the indenture governing the CPEOs, the Company was
required, in connection with such provisional redemption, to pay to each holder
of CPEOs an interest make-whole payment of 0.0435 share of common stock for each
CPEO held. On April 14, 1998, Loral converted its CPEOs into 3,326,840 Shares
(the "CPEO Shares") and on April 30, 1998, Loral received 89,175 Shares as an
interest make-whole payment (the "Interest Make-Whole Shares"). As a result of
this conversion, Loral's ownership of Shares increased to 8,855,691.
On June 8, 1998, the Company issued a 100% stock dividend (the
"1998 Stock Split"). As a result of the 1998 Stock Split, Loral's ownership of
Shares increased from 8,855,691 to 17,711,382 Shares. On July 6, 1998, Loral
sold 8,400,000 Shares to various entities associated with or advised by Soros
Fund Management L.L.C. ("Soros"), reducing Loral's ownership of Shares to
9,311,382 Shares. On November 5, 1998, Loral transferred 717,600 Shares to Dacom
in exchange for 276,000 Globalstar partnership interests, reducing Loral's
ownership of Shares to 8,593,782 Shares. On January 26, 1998, Loral acquired
3,000,000 Preferred Shares, which are initially convertible into 6,449,865
Shares. On December 8, 1999, Loral acquired 103,187 Shares in a private
transaction in consideration for providing certain guarantees. On September 29,
2000, Loral purchased 1,120,187 Shares. On November 15, 2000, Loral acquired
496,817 Shares as a result of dividends paid by the Company on its 8% Series A
Preferred Stock, increasing the number of Shares Beneficially Owned by Loral to
16,763,838 Shares. Of these Shares, 1,988,000 represent Shares
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<PAGE> 6
underlying options granted to certain executives and directors of Loral and its
predecessor entity. After giving effect to exercise by executives and directors
of such options as of September 30, 2000, the Shares Beneficially Owned by Loral
are 16,352,860.
The Shares Beneficially Owned by Loral constitutes
approximately 14.8% of the outstanding Shares of the Company.
(ii) To the best knowledge of Loral, the Executive Officers
and Directors Beneficially Own the number of Shares set forth opposite their
names on Schedule I hereto. To the best knowledge of Loral and except as set
forth on Schedule I hereto, the Executive Officers and Directors have sole
voting and dispositive power with respect to their respective Shares. The
respective percentage interests of the Executive Officers and Directors are set
forth opposite their names in Schedule I hereto.
Loral's percentage is calculated based upon the 103,764,999
Shares issued and outstanding as of September 30, 2000 plus the 6,449,865 Shares
that may be acquired by Loral upon conversion of the Preferred Shares. The
percentage interest of an Executive Officer or Director is calculated based upon
the 103,764,999 Shares stated to be issued and outstanding as of September 30,
2000 plus the number of exercisable options held by such Executive Officer or
Director set forth on Schedule I hereto.
(iii) The trading date, number of Shares purchased or disposed
of and price per Share (excluding commissions, if any) for all transactions by
Loral and the Executive Officers and Directors for the 60-day period preceding
September 30, 2000 through the date hereof are set forth in Schedule II hereto.
With the exception of the Shares acquired in a private transaction in
consideration for providing certain guarantees, all other transactions in the
Shares were effected on the Nasdaq National Market.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company
(i) The third, fourth and fifth paragraphs of Item 6 of the
Schedule 13D are hereby amended and restated as follows:
Loral has beneficial ownership (calculated on a proportionate
basis, in the case of ownership interests held through entities not wholly-owned
by Loral) of approximately 27,750,622 Globalstar partnership interests,
constituting approximately 39% of Globalstar's total outstanding partnership
interests. Loral's beneficial interest in Globalstar consists of (i) 22,718,372
partnership interests held directly and indirectly by Loral and SS/L, (ii)
approximately 2,444,750 partnership interests held indirectly by Loral through
its holdings of Shares and (iii) 2,587,500 partnership interest units issued
upon exercise of warrants.
The Company has entered into an Exchange and Registration
Rights Agreement, dated as of December 31, 1994, with Globalstar and each of the
other partners named therein, including subsidiaries of Loral, which agreement
was amended on May 5, 2000 to add additional partners, including subsidiaries of
Loral, as parties thereto, pursuant to which the
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Company has granted to Loral and such other partners, the right, following the
date on which Globalstar achieves full coverage via a 48-satellite constellation
(the "Full Coverage Date") and after at least two consecutive reported fiscal
quarters of positive income, to exchange its Globalstar partnership interests
for an equal number of Shares (subject to antidilution adjustments) subject to
the following limitations: (i) in any 12-month period, the sum of the number of
Globalstar partnership interests so transferred plus all other transfers of
Globalstar partnership interests will not be permitted to exceed 5% of the total
number of Globalstar partnership interests outstanding (including those held by
the Company), and (ii) the number of Shares so issued in any 12-month period
will not exceed 10% of the number of Shares outstanding at the beginning of that
year. The Company has agreed, with certain limited exceptions, to file, and to
use reasonable efforts to maintain the effectiveness of, a registration
statement covering the issuance of such Shares. In the event of a bona fide
offer or solicitation that would result in a change of control involving a
majority of the outstanding Shares or a majority of the members of the Company's
Board of Directors not approved by the partners of Globalstar, the exchange
rights will become fully exercisable, regardless of such limitation, whether or
not the Full Coverage Date has occurred. Loral will have the right, through its
direct and indirect interests in Globalstar, pursuant to this agreement to
acquire approximately 92,009,407 Shares.
On July 6, 1998, Loral purchased 4,200,000 direct and indirect
partnership interests of Globalstar for $420 million in cash from certain
partners of Globalstar. Concurrently with such purchase of partnership
interests, Loral sold to Soros 8,400,000 Shares (the "Soros Shares") at a
purchase price of $29 1/6 per share. On November 5, 1998, Loral transferred
717,600 Shares (the "Dacom Exchange Shares") to Dacom in exchange for 276,000
Globalstar partnership interests. In connection with such transactions, the
Company registered the resale of the Soros Shares and the Dacom Exchange Shares
under the Securities Act of 1933.
On December 8, 1999, Loral acquired 103,187 Shares of the
common stock of the Company in a private transaction in consideration for
providing certain guarantees.
On September 29, 2000, Loral purchased 1,120,187 Shares of the
common stock of the Company at a purchase price of $10.7125 per Share.
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Item 7. Material to be Filed as Exhibits
The following exhibit is filed hereto:
Exhibit G: Subscription Agreement dated September 22, 2000 between
Globalstar Telecommunications Limited and Loral Space &
Communications Ltd.
Exhibit H: Letter agreement dated November 23, 1999 by and between Loral
Space & Communications Ltd. and Q Investments, L.P.
Exhibit I: Letter agreement dated November 24, 1999 by and between Loral
Space & Communications Ltd. and Q Investments, L.P.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 15, 2000
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Avi Katz
Name: Avi Katz
Title: Vice President, Secretary
and General Counsel
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SCHEDULE I
Set forth is the name, position, principal occupation and amount of
beneficial interest in the shares of common stock of Globalstar
Telecommunications Limited, if any, of the directors and executive officers of
Loral Space & Communications Ltd. Except as set forth below, the business
address of each of these persons is c/o Loral SpaceCom Corporation, 600 Third
Avenue, New York, New York 10016. Each such person is a citizen of the United
States.
Directors and Executive Officers of
Loral Space & Communications Ltd.
<TABLE>
<CAPTION>
Name and Position in
addition to Present Number of Percentage
Principal Occupation Present Principal Occupation Shares Owned** Interest
-------------------- ---------------------------- -------------- --------
<S> <C> <C> <C>
Bernard L. Schwartz Chairman of the Board of 1,707,604(1) 1.6%
Directors and Chief Executive
Officer
Howard Gittis, Vice Chairman and Chief 80,000(2) *
Director Administrative Officer of
MacAndrews & Forbes
Holdings Inc.
35 East 62nd Street
New York, NY 10021
</TABLE>
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(1) Includes 80,000 options at an exercise price of $5.00 per Share,
480,000 options at an exercise price of $6.25 per Share, 75,000 options
at an exercise price of $31.4063 per Share and 75,000 options at an
exercise price of $8.7031 per Share.
(2) Consists of 80,000 options at an exercise price of $8.34375 per Share.
I-1
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<TABLE>
<CAPTION>
Name and Position in
addition to Present Number of Percentage
Principal Occupation Present Principal Occupation Shares Owned** Interest
-------------------- ---------------------------- -------------- --------
<S> <C> <C> <C>
Robert B. Hodes, Counsel to 154,452(3) *
Director Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
Gershon Kekst, President of Kekst and 80,000(4) *
Director Company Incorporated
437 Madison Avenue
New York, NY 10022
Charles Lazarus, Chairman Emeritus of 80,000(5) *
Director Toys "R" Us, Inc.
461 From Road
Paramus, NJ 07652
Malvin A. Ruderman Centennial Professor of 82,224(6) *
Physics, Columbia
University
29 Washington Sq. West
New York, NY 10011
</TABLE>
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(3) Includes 80,000 options at an exercise price of $8.34375 per Share,
60,000 options at an exercise price of $12.59375 per Share and 10,000
options at an exercise price of $13.50 per Share.
(4) Consists of 80,000 options at an exercise price of $8.34375 per Share.
(5) Consists of 80,000 options at an exercise price of $8.34375 per Share.
(6) Includes 80,000 options at an exercise price of $8.34375 per Share and
2,000 Shares held by his wife to which he disclaims beneficial
ownership.
I-2
<PAGE> 12
<TABLE>
<CAPTION>
Name and Position in
addition to Present Number of Percentage
Principal Occupation Present Principal Occupation Shares Owned** Interest
-------------------- ---------------------------- -------------- --------
<S> <C> <C> <C>
E. Donald Shapiro, Joseph Solomon Distinguished 108,924(7) *
Director Professor of Law
New York Law School
57 Worth Street
New York, NY 10013
Arthur L. Simon, Independent consultant 85,000(8) *
Director 971 Haverstraw Road
Suffern, NY 10901
Daniel Yankelovich, Chairman of DYG, Inc. 91,451(9) *
Director 1855 Spindrift Drive
La Jolla, CA 92037
Laurence D. Atlas Vice President, Government 0 *
Relations -
Telecommunications
W. Neil Bauer Vice President 0 *
Robert E. Berry Senior Vice President 444 *
Jeanette H. Clonan Vice President, 2,517 *
Communications and
Investor Relations
</TABLE>
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(7) Includes 80,000 options at an exercise price of $8.34375 per Share.
(8) Includes 80,000 options at an exercise price of $8.34375 per Share,
4,250 Shares held in an IRA account and 750 Shares held in his wife's
IRA account to which he disclaims beneficial ownership.
(9) Includes 80,000 options at an exercise price of $8.34375 per Share.
I-3
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<TABLE>
<CAPTION>
Name and Position in
addition to Present Number of Percentage
Principal Occupation Present Principal Occupation Shares Owned** Interest
-------------------- ---------------------------- -------------- --------
<S> <C> <C> <C>
Michael P. DeBlasio First Senior Vice President 68,001(10) *
Terry J. Hart Vice President 1,000 *
Stephen L. Jackson Vice President, 444 *
Administration
Avi Katz Vice President, General 7,400(11) *
Counsel and Secretary
John Klineberg Vice President 3,125(12) *
Russell R. Mack Vice President, Business 5,000(13) *
Ventures
Nicholas C. Moren Senior Vice President 104,452(14) *
and Treasurer
</TABLE>
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(10) Includes 20,000 options at an exercise price of $5.00 per Share and
40,000 options at an exercise price of $6.25 per Share.
(11) Includes 5,000 options at an exercise price of $16.375 per Share and
1,150 options at an exercise price of $13.50 per Share.
(12) Consists of 2,500 options at an exercise price of $29.7813 per Share
and 625 options at an exercise price of $13.50 per Share.
(13) Consists of 5,000 options at an exercise price of $4.1563 per Share.
(14) Includes 80,000 options at an exercise price of $5.00 per Share and
20,000 options at an exercise price of $6.25 per Share.
I-4
<PAGE> 14
<TABLE>
<CAPTION>
Name and Position in
addition to Present Number of Percentage
Principal Occupation Present Principal Occupation Shares Owned** Interest
-------------------- ---------------------------- -------------- --------
<S> <C> <C> <C>
Anthony J. Navarra Vice President 68,527(15) *
Harvey B. Rein Vice President and Controller 22,888(16) *
Thomas B. Ross Vice President, Government 33,356(17) *
Relations
Richard J. Townsend Senior Vice President and 0 *
Chief Financial Officer
Janet T. Yeung Vice President, Deputy 0 *
General Counsel and
Assistant Secretary
Eric J. Zahler President and Chief Operating 128,012(18) *
Officer
</TABLE>
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(15) Includes 50,000 options at an exercise price of $4.1563 per Share,
12,500 options at an exercise price of $24.625 per Share and 1,575
options at an exercise price of $13.50 per Share.
(16) Includes 8,000 options at an exercise price of $6.25 per Share and
14,000 options at an exercise price of $4.1563 per Share.
(17) Includes 20,000 options at an exercise price of $4.1563 per Share and
13,356 Shares held by his wife as to which he disclaims beneficial
ownership.
(18) Includes 80,000 options at an exercise price of $5.00 per Share, 20,000
options at an exercise price of $6.25 per Share, 4,452 Shares held in a
Keogh Account and 3,560 Shares held in trust for his minor children.
I-5
<PAGE> 15
SCHEDULE II
TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE
60-DAY PERIOD PRECEDING SEPTEMBER 30, 2000 THROUGH THE DATE HEREOF
<TABLE>
<CAPTION>
Price
Name Date Shares per Share A/S*
----------------- -------- --------- --------- -----
<S> <C> <C> <C> <C>
Loral Space & 09/29/00 1,120,187 $10.7125 A
Communications
Ltd.
Loral Space & 11/15/00 496,817 N/A A+
Communications
Ltd.
</TABLE>
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* A indicates an acquisition of Shares and S indicates a sale of Shares. The
above table does not show disposition of shares by Loral in connection with
the exercise by certain persons of options to acquire Shares previously
granted to them by Loral.
+ Shares acquired pursuant to a stock dividend paid by the Company on its 8%
Series A Preferred Stock.
II-1
