Loral Corp/NY – ‘SC 14D9/A’ on 4/18/96 re: Loral Corp/NY

As of:  Thursday, 4/18/96   ·   Accession #:  899140-96-215   ·   File #:  5-14282

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment No. 2 to Schedule 14D-9                      9     29K 
 3: EX-99.12    Shareholders Agreement                                35    112K 
 4: EX-99.17    Exchange Agreement                                    12     40K 
 2: EX-99.7.1   Amendment to Agreement and Plan of Merger              2      8K 

SC 14D9/A   —   Amendment No. 2 to Schedule 14D-9
Document Table of Contents

SC 14D9/A
1st Page of 9
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

 Solicitation/Recommendation Statement
 pursuant to Section 14(d)(4) of the
 Securities Exchange Act of 1934

 (Amendment No. 2)

 Loral Corporation
 (Name of Subject Company)

 Loral Corporation
(Name of Person(s) Filing Statement)

Common Stock, par value $.25 per share
(Title of Class of Securities)

   543859 10 2
 (CUSIP Number of Class of Securities)

Michael B. Targoff
 Senior Vice President and Secretary
 Loral Corporation
600 Third Avenue
New York, New York 10016
(212) 697-1105
(Name and address and telephone number of person
authorized to receive notice and communications on
 behalf of the person(s) filing statement)

 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

SC 14D9/A
2nd Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 2nd

   This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as such may be amended 
from time to time, the "Schedule 14D-9") filed on January 16, 1996 by Loral     
Corporation, a New York corporation (the "Company" or "Loral"), with the        
Securities and Exchange Commission (the "Commission"), relating to the tender   
offer (the "Offer") by LAC Acquisition Corporation, a New York corporation (the 
"Purchaser") and a wholly-owned subsidiary of Lockheed Martin Corporation, a    
Maryland corporation ("Parent" or "Lockheed Martin"), disclosed in a Tender     
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), dated January 12,     
1996, for all outstanding shares of common stock (the "Common Stock"), par      
value $.25 per share, of the Company, and the associated preferred stock        
purchase rights (the "Rights," and together with the Common Stock, the          
"Shares"), for a per Share consideration of $38.00 net in cash to the seller,   
upon the terms and subject to the conditions set forth in the Agreement and     
Plan of Merger, dated as of January 7, 1996 (the "Merger Agreement"), among     
Parent, the Purchaser and the Company.                                          

               All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed thereto in the Schedule 14D-9. In       
connection with the foregoing, the Company is hereby amending the Schedule      
14D-9 as follows:                                                               

Item 3.  Identity and Background.                                               

     Item 3 is amended and supplemented by replacing the section thereof
encaptioned "The Stockholders Agreement" with the following:                    

"The Stockholders Agreement                 

               On or prior to the Distribution Date, Loral and Loral Space
will enter into a Shareholders Agreement (the "Shareholders   
       Agreement") which establishes, among other things, certain conditions
        with respect to the relationship between Loral Space, on the one hand,
   and Loral and its affiliates (the "Subject Shareholders"), on the
  other hand. The Shareholders Agreement limits the ability of the
        Subject Shareholders, during the term of the Shareholders Agreement to
        acquire any voting securities or assets of, or solicit proxies or make
      a public announcement of a proposal of any extraordinary transaction
      with respect to, Loral Space. The Series A Preferred Stock issued to
    Loral may be voted without restriction on all matters submitted to
shareholders for approval, except that it may not vote for the
      election of directors. Subject Shareholders may vote their shares of
    Loral Space Common Stock on all matters, including the election of
 directors, except that in the event of an election contest, the
Subject Shareholders have agreed, pursuant to the Shareholders
       Agreement, that they will vote any of Loral Space's equity securities
at the option of the                                          

SC 14D9/A
3rd Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 3rd

                Subject Shareholders, either (i) as recommended by the Board
of Directors or management of Loral Space, or (ii) in the same
     proportions as the other holders of Loral Space's equity securities
   vote their securities. The Shareholders Agreement also limits the
       ability of the Subject Shareholders to transfer the equity securities
      of Loral Space held by the Subject Shareholders except pursuant to a
      registered public offering, the volume limitations of Rule 144 under
  the Exchange Act or pursuant to certain permitted transfers. The
        Shareholders Agreement provides that if, within one year following the
     date thereof, the Subject Shareholders vote against any transaction
    involving (i) a merger, consolidation, corporate reorganization or
        similar transaction or (ii) a sale, lease, exchange, transfer or other
      disposition of all or substantially all of the assets of Loral Space
      or any of its affiliates, in either case between Loral Space, on the
one hand, and SS/L, K&F, GTL, Globalstar and certain other    
      subsidiaries and affiliates of Loral Space, on the other hand, Loral
      Space shall have the right to purchase from the Subject Shareholders
 all of the equity securities of the Company held by the Subject
 Shareholders for a price equal to $344 million plus all amounts
expended by the Subject Shareholders following the date of the
     Shareholders Agreement in connection with the acquisition of equity
       securities (other than acquisitions from another Subject Shareholder)
      following the date of the Shareholders Agreement minus any net sales
     proceeds received by the Subject Shareholders following the date of
  the Shareholders Agreement in connection with the sale of equity
        securities (other than sales to another Subject Shareholder) following
     the date of the Shareholders Agreement. The agreement also provides
        that if, within five years following the date thereof, any transaction
        occurs involving (i) a merger, consolidation, corporate reorganization
   or similar transaction, (ii) a sale, lease, exchange, transfer or
      other disposition of all or substantially all of the assets of Loral
      Space, Globalstar or any of their respective affiliates or (iii) the
     liquidation or dissolution of Loral Space (each of the transactions
     set forth in clauses (i) through (iii) referred to as a "Triggering
       Transaction"), in each case, involving as parties, Loral Space or any
     of its affiliates, on the one hand, and either GTL or Globalstar or
     any of their respective subsidiaries on the other hand, Loral shall
      have the right to purchase from Loral Space (including any successor
      to the rights and obligations of Loral Space) a sufficient number of
        shares of Loral Space (or such successor) to prevent dilution at a per
       share price equal to (x) if the Triggering Transaction shall occur on
  a date prior to the first anniversary thereof, $6.00, subject to
      antidilution adjustments and (y) if the Triggering Transaction shall
       occur after the first anniversary, but prior to the fifth anniversary
    thereof, 80% of the per share price of the Company implicit in the
Triggering Transaction.                                       

SC 14D9/A
4th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 4th

               The Shareholders Agreement also provides that, in the event
        of certain transactions, the Subject Shareholders shall have the right
      to require Loral Space to purchase the Guaranty Warrants (as defined
      in the Shareholders Agreement) issued to Loral at fair market value.
The Shareholders Agreement also provides that under certain   
     circumstances involving the repurchase by Loral Space of its equity
    securities, the Subject Shareholders will sell to Loral Space such
    number of Loral Space equity securities held by them sufficient to
  reduce the Subject Shareholders' ownership of Loral Space equity
       securities to 20% at a price equal to the repurchase price offered by
      Loral Space, provided, however, that if the repurchase price is less
        than the purchase price initially paid by the Subject Shareholders for
      the Series A Preferred Stock, as adjusted by a 10% compounded annual
  rate of increase, the Subject Shareholders may elect, in lieu of
    selling such equity securities to Loral Space, to sell such equity
      securities to third parties over certain time periods, which periods
     in no event will be less than six months after the date the Subject
   Shareholders deliver notice of their election to Loral Space. The
Shareholders Agreement further provides that under certain    
circumstances and subject to certain conditions the Subject   
       Shareholders may require Loral Space to register under the Securities
      Act any Loral Space securities held by the Subject Shareholders. The
       Shareholders Agreement provides, subject to certain exceptions, that,
      in the event of a tender offer, if Subject Shareholders wish to sell
      or transfer any Loral Space securities pursuant to the tender offer,
      the Subject Shareholders must first offer the shares for sale to the
     Company. The term of the Shareholders Agreement will continue until
     the earlier of (x) the date on which the voting power of the equity
securities owned by the Subject Shareholders represents, on a 
      fully-diluted basis, less than five percent (5%) of the total voting
        power, (y) the tenth anniversary of the date of the agreement or (z) a
change of control of the Company.                             

                 After the seventh anniversary of the date of the Shareholders
     Agreement, the Subject Shareholders shall have the right to propose
      for election to the Board of Directors in opposition to management's
nominees the number of directors that is proportionate to the 
 percentage of voting securities of Loral Space then held by the
    Subject Shareholders and to vote in favor of their election to the
Board.                                                        

                The foregoing summary of the Shareholders Agreement does not
      purport to be complete and is qualified in its entirety by reference
        to the text of the Shareholders Agreement, a copy of which is filed as
Exhibit 12 hereto and is incorporated herein by reference.    

SC 14D9/A
5th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 5th
The Exchange Agreement                      

          Prior to the Distribution Date, Loral Space, Loral and
      Lockheed Martin intend to enter into an Exchange Agreement providing
        that, in the event that Loral Space is required to purchase additional
  shares of SS/L common stock held by the Alliance Partners or the
     Lehman Partnerships (a "Put Transaction"), and such Put Transaction
      requires a filing with or the approval of, any antitrust authorities
    having jurisdiction over the matter, the parties will cooperate to
       comply with informational requirements and jointly attempt to resolve
any objections raised without any change in Lockheed Martin's 
    ownership interest in Loral Space. If such a change is nonetheless
        required to obtain antitrust approval of the Put Transaction, Lockheed
       Martin will be required to transfer to Loral Space some or all of the
       shares of Loral Space securities beneficially owned by it in exchange
      for shares of GTL Common Stock or, if the use of GTL Common Stock as
     consideration is inconsistent with obtaining antitrust approval for
      the Put Transaction, in exchange for cash. The shares of Loral Space
        securities so transferred will be valued at the greater of fair market
     value or the original purchase price thereof in connection with the
  Distribution, increased at the rate of 10% per annum, compounded
annually, from the date of the consummation of the Offer.     

            The foregoing summary of the Exchange Agreement does not
      purport to be complete and is qualified in its entirety by reference
    to the text of the Exchange Agreement, a copy of which is filed as
Exhibit 17 hereto and is incorporated herein by reference."   

        Item 3 is further amended and supplemented by adding at the end of the
section encaptioned "The Merger Agreement" the following paragraph:             

               "Loral, Lockheed Martin and the Purchaser have agreed to an
       amendment to the Merger Agreement that permits the Board of Directors
  of Loral to provide that all Stock Options which are outstanding
     immediately prior to Purchaser's acceptance for payment and payment
 for Shares tendered pursuant to the Offer and which are held by
        holders who are subject to the reporting requirements of Section 16(a)
       of the Exchange Act will be cancelled and the holders thereof will be
      entitled to receive from the Company, for each Share subject to such
     Stock Option, (1) an amount in cash equal to the difference between
 the Merger Price and the exercise price per share of such Stock
      Option, which amount will be payable upon consummation of the Offer,
        plus (2) one share of common stock, par value $0.01 per share of Loral
    Space ("Loral Space Common Stock"), on the same basis as all other
holders of Stock Options.                                     

SC 14D9/A
6th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 6th

        The foregoing summary of the amendment to the Merger
   Agreement does not purport to be complete and is qualified in its
      entirety by reference to the text of such amendment, a copy of which
is filed as Exhibit 7.1 hereto and is incorporated herein by  
reference."                                                   

Item 8.  Additional Information to be Furnished.                                

     Item 8 is amended and supplemented by the addition of the following
paragraphs thereto:                                                             

               "On April 12, 1996, the Commission declared effective under
      the Exchange Act a Registration Statement on Form 10 (such document,
which includes and incorporates by reference the Information  
  Statement, the "Form 10") with respect to the Loral Space Common
      Stock. The Information Statement was mailed to the holders of record
of Loral Common Stock on April 12, 1996.                      

             On April 12, 1996, Loral set the Spin-Off Record Date for
April 22, 1996.                                                                 

                On April 12, 1996, Loral Space amended its 1996 Stock Option
    Plan so that the number of shares for which options may be granted
       thereunder to any single optionee during any full or partial calendar
year that the stock option plan is in effect shall not exceed 
   2,000,000 (subject to adjustment for capital changes) and granted
      options to purchase 1,200,000, 800,000, 800,000, 500,000 and 500,000
shares of Loral Space Common Stock to Bernard L. Schwartz, its
        Chairman of the Board and Chief Executive Officer, Michael B. Targoff,
     its President and Chief Operating Officer, Michael P. DeBlasio, its
       Senior Vice President and Chief Financial Officer, Nicholas C. Moren,
its Vice President and Treasurer, and Eric J. Zahler, its Vice
       President, General Counsel and Secretary, respectively. All executive
   officers (including those named above) as a group hold options to
    purchase 4,070,000 shares of Loral Space Common Stock. All options
      were granted under the Loral Space 1996 Stock Option Plan at a price
      of $10.50 per share, the fair market value of the Loral Space Common
Stock on the date of grant."                                  

Item 9.  Material To Be Filed As Exhibits.                                      

Exhibit 7.1.               Amendment dated as of April 15, 1996 to              
                         Agreement and Plan of Merger dated as of January 7,
                 1996 among Lockheed Martin Corporation, LAC
                    Acquisition Corporation and Loral Corporation.

Exhibit 12.                Form of Shareholders Agreement between Loral         
                       Corporation and Loral Space & Communications Ltd.

SC 14D9/A
7th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 7th

Exhibit 17.                Form of Exchange Agreement among Loral Space &       
                         Communications Ltd., Loral Corporation and Lockheed
Martin Corporation.       

SC 14D9/A
8th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 8th

 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:  April 18, 1996                                                          

                                 LORAL CORPORATION

                                          By: /s/ Michael B. Targoff
                                               Name:  Michael B. Targoff
                                                  Title: Senior Vice President
                                                     and Secretary

SC 14D9/A
Last Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 9th

     EXHIBIT INDEX

Exhibit No.                Exhibit                                              

Exhibit 99.7.1.            Amendment dated as of April 15, 1996 to              
                         Agreement and Plan of Merger dated as of January 7,
                 1996 among Lockheed Martin Corporation, LAC
                    Acquisition Corporation and Loral Corporation.

Exhibit 99.12.             Form of Shareholders Agreement between Loral         
                       Corporation and Loral Space & Communications Ltd.

Exhibit 99.17.             Form of Exchange Agreement among Loral Space &       
                         Communications Ltd., Loral Corporation and Lockheed
Martin Corporation.       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
		4/22/96		6					SC 14D1/A
Filed on:		4/18/96		8					SC 14D1/A
		4/15/96		6		9
		4/12/96		6					SC 14D1/A
		1/16/96		2					8-K,  SC 14D1/A,  SC 14D9,  SC 14F1
		1/12/96		2					SC 14D1
		1/7/96		2		9			8-K,  8-K/A
									List all Filings