<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) March 1, 1999
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Iridium World Communications Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 0-22637 52-2025291
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
(441) 295-5950
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Iridium LLC
(Exact name of registrant as specified in its charter)
Delaware 0-22637-01 52-1984342
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Iridium Operating LLC
(Exact name of registrant as specified in its charter)
Delaware 0-22637-02 52-2066319
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Iridium Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-31741-03 52-2048739
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium IP LLC
(Exact name of registrant as specified in its charter)
Delaware 333-31741-01 52-2048736
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Roaming LLC
(Exact name of registrant as specified in its charter)
Delaware 333-31741-02 52-2048734
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Facilities Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-44349-04 52-2083969
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Item 5. Other Events
On March 1, 1999, Iridium LLC issued a press release, a copy of which is
attached hereto as Exhibit 99.1. The attachment contains forward looking
statements, regarding the registrants' expected funding requirements, sources of
funds and uses of funds for 1999 and thereafter. These forward looking
statements are based on a number of assumptions, including the expectations of
the Parent and Operating about their ability to generate revenues from
operations, and should be viewed in light of, among other things, the following
facts: (i) the Parent and Operating have no meaningful history of operations or
revenues and there is no operational service that provides a direct comparison
to the Iridium services; (ii) the estimates of the Parent and Operating assume,
among other things, that Operating will transition smoothly from a development
stage company into an operating company; (iii) the availability of the
additional sources of funding the Parent and Operating expect to be able to use
is not completely within their control and is conditioned upon the satisfaction
of certain conditions (including obtaining and retaining customers and
generating revenues); and (iv) the Parent and Operating face many challenges and
risks. It is likely that there would be a material adverse effect on the Parent
and Operating if actual funding requirements (net of revenues from operations)
significantly exceed current estimates. For a discussion of some of the factors
that could cause actual results to differ from those expressed or implied by the
forward looking statements included in this report, consult the registrants'
other filings with the Securities and Exchange Commission, including Exhibit 99
to their report on Form 10-Q for the period ended September 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) The following exhibits are filed herewith.
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
99.1 Press release dated March 1, 1999.
99.2 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit
99 to the Annual Report on Form 10-K of Iridium
World Communications Ltd. ("IWCL") and Iridium LLC
for the fiscal year ended December 31, 1997.
99.3 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit
99.1 to the Quarterly Report on Form 10-Q of IWCL
and Iridium LLC for the quarter ended September
30, 1998.
</TABLE>
1
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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/
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Name: Edward F. Staiano
Title: Chief Executive Officer
IRIDIUM LLC
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM OPERATING LLC
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM CAPITAL CORPORATION
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM ROAMING LLC
By /s/
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Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM IP LLC
By /s/
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Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM FACILITIES CORPORATION
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
Date: March 1, 1999
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
99.1 Press release dated March 1, 1999.
99.2 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit
99 to the Annual Report on Form 10-K of Iridium
World Communications Ltd. ("IWCL") and Iridium LLC
for the fiscal year ended December 31, 1997.
99.3 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit
99.1 to the Quarterly Report on Form 10-Q of IWCL
and Iridium LLC for the quarter ended September
30, 1998.
</TABLE>
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[IRIDIUM LETTERHEAD]
PRESS RELEASE
FOR IMMEDIATE RELEASE
March 1, 1999
IRIDIUM LLC RELEASES STATEMENT ON STATUS OF FINANCING ARRANGEMENTS
(NASDAQ; IRID)
IRIDIUM LLC TODAY ISSUED THE FOLLOWING STATEMENT IN RESPONSE TO INQUIRIES
REGARDING THE COMPANY'S FINANCING ARRANGEMENTS:
Iridium is aggressively addressing the challenges related to the initial
rollout of service. In doing so, we are committed to working very closely
with our lenders and will continue to keep them informed of the company's
ongoing progress.
At this point, Iridium has not engaged in any discussions regarding the
modification of the subscriber and revenue targets contained in the company's
$800 million Senior Secured Credit Agreement. However, with current
projections showing that initial delays with Iridium's global service rollout
will likely cause the company to fall short of the first quarter target
numbers, we do expect that we will be working with our banks to modify these
milestones going forward. This is not an indication of how Iridium will fare
in the months ahead, nor does it affect the company's ability to meet its
debt payment obligations. We believe our banks will agree and will continue
to support the Iridium program.
It is important to note that the causes of the delays in Iridium's
subscriber ramp-up have not been associated with the level of market demand
for our product, which we believe to be strong, but rather with distribution
problems such as shortages of phones, pagers and fully-trained sales
channels.
Iridium is encouraged by the progress in resolving these distribution
issues. The Iridium system is providing an excellent level of service
worldwide. Customers in the industrial and government markets, who are
presently evaluating the service, are providing us highly positive feedback
and we believe they will be significant customers of Iridium satellite
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[IRIDIUM LOGO]
phones and pagers. Both product manufacturers, Motorola and Kyocera, are now
shipping subscriber equipment and are capable of meeting market demand. And
we expect that, as more service providers begin actively selling Iridium
products and services over the next few weeks, Iridium's presence in the
market will increase.
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 subscribers 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.
###
This release contains forward-looking statements, including statements
regarding projected revenues and subscribers, equipment availability and the
company's ability to meet its financial obligations. These forward-looking
statements are based on a number of assumptions and actual results may be
materially different from those expressed or implied by such statements. For a
description of factors that may cause results for Iridium to differ materially
from those expressed or implied by such forward-looking statements, please
consult the Securities and Exchange Act filings of Iridium World Communications
Ltd. (Nasdaq: IRID).
Iridium is a registered trademark and service mark of Iridium LLC (C) 1999
