IRIDIUM LLC
8-K, 1999-05-20
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

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

         Date of Report (Date of earliest event reported:) May 13, 1999

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

                                   Iridium LLC

<TABLE>
<S>                            <C>                            <C>
          Delaware                     0-22637-01                         52-1984342
       (State or other          (Commission File Number)        (I.R.S. Employer Identification
       jurisdiction of                                                      Number)
        organization)
</TABLE>

                  1575 Eye Street, N.W., Washington, DC 20005
                                (202) 408-3800

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

                             Iridium Operating LLC

<TABLE>
<S>                             <C>                             <C>
          Delaware                     0-22637-02                          52-2066319
       (State or other          (Commission File Number)         (I.R.S. Employer Identification
       jurisdiction of                                                       Number)
        organization)
</TABLE>

                  1575 Eye Street, N.W., Washington, DC 20005
                                (202) 408-3800

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

                       Iridium World Communications Ltd.

<TABLE>
<S>                             <C>                          <C>
           Bermuda                       0-22637                          52-2025291
       (State or other          (Commission File Number)        (I.R.S. Employer Identification
       jurisdiction of                                                      Number)
        organization)
</TABLE>

           Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
                                (441) 295-5950

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

                          Iridium Capital Corporation

<TABLE>
<S>                             <C>                           <C>
          Delaware                    333-31741-03                       52-2048739
       (State or other          (Commission File Number)       (I.R.S. Employer Identification
       jurisdiction of                                                     Number)
        organization)
</TABLE>

                  1575 Eye Street, N.W., Washington, DC 20005
                                (202) 408-3800


<PAGE>   2

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


                                Iridium IP LLC

<TABLE>
<S>                             <C>                             <C>
          Delaware                    333-31741-01                         52-2048736
       (State or other          (Commission File Number)        (I.R.S. Employer Identification
       jurisdiction of                                                      Number)
        organization)
</TABLE>

                  1575 Eye Street, N.W., Washington, DC 20005
                                (202) 408-3800

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

                              Iridium Roaming LLC

<TABLE>
<S>                             <C>                           <C>
           Delaware                   333-31741-02                       52-2048734
       (State or other          (Commission File Number)      (I.R.S. Employer Identification
       jurisdiction of                                                    Number)
        organization)
</TABLE>

                  1575 Eye Street, N.W., Washington, DC 20005
                                (202) 408-3800

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

                        Iridium Facilities Corporation

<TABLE>
<S>                             <C>                           <C>
          Delaware                     33-44349-04                          52-2083969
       (State or other          (Commission File Number)         (I.R.S. Employer Identification
       jurisdiction of                                                       Number)
        organization)
</TABLE>

                  1575 Eye Street, N.W., Washington, DC 20005
                                (202) 408-3800

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

                                       2

<PAGE>   3

        This current report on Form 8-K is filed jointly by Iridium LLC (the
"Parent"), Iridium Operating LLC ("Operating"), Iridium World Communications
Ltd. ("IWCL"), Iridium Capital Corporation ("Capital"), Iridium Roaming LLC
("Roaming"), Iridium IP LLC ("IP") and Iridium Facilities Corporation
("Facilities").

        IWCL acts as a member of the Parent and has no other business. Operating
is a wholly owned subsidiary of the Parent. The business of Operating, operating
the Iridium system and offering Iridium services, constitutes substantially all
of the business of the Parent. Capital, Roaming, IP and Facilities are wholly
owned subsidiaries of Operating.

Item 5.  Other Events

        On May 13, 1999, Iridium LLC issued a press release, a copy of which is
attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits

        (c)    The following exhibits are filed herewith.

        Exhibit Number       Description

                99.1         Press Release dated May 13, 1999.



                                       3

<PAGE>   4

                                     SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

                                    IRIDIUM WORLD COMMUNICATIONS LTD.

                                    By_________/s/_________________
                                      Name: F. Thomas Tuttle
                                      Title: Secretary

                                   IRIDIUM LLC

                                    By________/s/__________________
                                      Name: F. Thomas Tuttle
                                      Title: Secretary

                                    IRIDIUM OPERATING LLC

                                    By___________/s/_______________
                                      Name: F. Thomas Tuttle
                                      Title: Secretary

                                    IRIDIUM CAPITAL CORPORATION

                                    By___________/s/_______________
                                      Name: F. Thomas Tuttle
                                      Title: Secretary

                                    IRIDIUM IP LLC

                                    By___________/s/_______________
                                      Name: F. Thomas Tuttle
                                      Title: acting secretary

                                    IRIDIUM ROAMING LLC

                                    By____________/s/______________
                                      Name: F. Thomas Tuttle
                                      Title: acting secretary

                                    IRIDIUM FACILITIES CORPORATION

                                    By_____________/s/_____________
                                      Name: F. Thomas Tuttle
                                      Title: Secretary

Date: May 20, 1999


                                       4


<PAGE>   1
                                                                  EXHIBIT 99.1
                              [IRIDIUM LETTERHEAD]

PRESS RELEASE

IMMEDIATE RELEASE

May 13, 1999

              Iridium LLC Appoints Donaldson, Lufkin & Jenrette

                                 (NASDAQ: IRID)

Washington, D.C. - Iridium LLC has appointed Donaldson, Lufkin & Jenrette (DLJ)
as its financial advisor. Under this engagement, DLJ's task will be to assist
the Company in evaluating and reviewing alternatives to restructure its
indebtedness and reduce financing costs, in light of lower than expected
subscriber ramp-up and revenue generation. The company is currently in
discussions with the lenders under its $800 million Senior Secured Credit
Facility to reduce the minimum revenue and subscriber covenants under that
Facility. The Company does not expect to meet the May 31, 1999 covenants under
this Facility which require, among other things, that the Company have 27,000
satellite subscribers.
 
DLJ has extensive satellite financing experience and is an industry leader. DLJ
is a leading integrated investment and merchant bank serving institutional,
corporate, government and individual clients. DLJ's businesses include
securities underwriting; sales and trading; investment and merchant banking;
financial advisory services; investment research; venture capital; correspondent
brokerage services; online, interactive brokerage services; and asset
management. Founded in 1959 and headquartered in New York City, DLJ employs
approximately 8,500 people worldwide and maintains offices in 14 cities in the
United States and 11 cities in Europe, Latin America and Asia. DLJ's common
stock trades on the New York Stock Exchange under the ticker symbol DLJ.

                                    - more -


<PAGE>   2

Iridium LLC became the world's first global satellite phone and paging company
on November 1, 1998. The network of 66 low-earth orbiting satellites, combined
with terrestrial cellular systems, enables customers to communicate virtually
anywhere in the world using one phone and pager, one phone number, and receiving
one monthly bill. Customers access participating local cellular networks when
available, and the Iridium satellite network when outside terrestrial cellular
coverage. Iridium World Communications, Ltd. (NASDAQ: IRID) is the public
investment vehicle of Iridium LLC.

                                      ###

      Iridium is a registered trademark and service mark of Iridium IP LLC



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