-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LhmdZ91gvedeRk84DiLxe0MpP1A1Qb0+bKo9MxOrE4OGtXwdlLqxpXJD17f4tmZT MO3Xy+ib6xiFpCyXKEFkRg== 0000928385-00-000329.txt : 20000218 0000928385-00-000329.hdr.sgml : 20000218 ACCESSION NUMBER: 0000928385-00-000329 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50103 FILM NUMBER: 548573 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOCKHEED MARTIN CORP CENTRAL INDEX KEY: 0000936468 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 521893632 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6801 ROCKLEDGE DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3018976000 MAIL ADDRESS: STREET 1: 6801 ROCKLEDGE DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Loral Space & Communications Ltd. _______________________________________________________ (Name of Issuer) Series A Convertible Preferred Stock (convertible into Common Stock) ____________________________________________________________________ (Title of Class and Securities) G56462107 (CUSIP for Common Stock, there is no CUSIP for the Convertible Preferred Stock) _______________________________________________________ (CUSIP Number of Class of Securities) February 14, 2000 ______________________________________________________ (Date of Event Which Requires Filing of this Statement Check the appropriate box pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) * 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 that would alter the disclosures provided in a prior page. The information required in 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). (Continued on following page(s)) =============================================================================== CUSIP Number G56462107 for Common Stock, there is no CUSIP --------- for the Convertible Preferred Stock - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 Lockheed Martin Corporation I.D. No. 52-1893632 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Maryland - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 45,896,978 shares -as limited by a letter agreement dated February 11, 2000 ("Letter Agreement") and a Shareholders Agreement dated April 23, 1996 by and NUMBER OF among Loral Corporation (now part of Lockheed Martin Corporation) and Loral Space & Communications Ltd. SHARES ("Agreement"). The Agreement is filed as Exhibit 10.2 to Loral Space's Form 10-K filed on July 1, 1996. BENEFICIALLY ----------------------------------------------------------- SHARED VOTING POWER OWNED BY 6 None EACH ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 7 45,896,978 shares (as limited by the Letter PERSON Agreement and Agreement). WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 None - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 45,896,978 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 13.5% (on a fully diluted basis) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 12 CO - ------------------------------------------------------------------------------ SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Loral Space & Communications Ltd. Item 1(b). Name of Issuer's Principal Executive Offices: 600 Third Avenue New York, New York 10016 Item 2(a). Name of Person Filing: Lockheed Martin Corporation Item 2(b). Address or Principal Business Office or, if None, Residence: 6801 Rockledge Drive, Bethesda, Maryland 20817 Item 2(c). Citizenship: Maryland Item 2(d). Title of Class of Securities: Series A Convertible Preferred Stock, par value $0.01 per share (convertible into Common Stock on a one-for-one basis). This Schedule is filed in connection with Lockheed Martin Corporation's and Loral Space's separate filings of Hart- Scott-Rodino Notification and Report Forms with the Federal Trade Commission and Department of Justice to effect a conversion of the 45,896,978 shares of Loral Space Series A Convertible Preferred Stock held by Lockheed Martin into Common Stock of Loral Space on a one-for-one basis. Lockheed Martin filed a Form on February 4, 2000 and Loral Space filed a Form on February 14, 2000. Item 2(e). CUSIP Number: G56462107 for Common Stock, there is no CUSIP for the Convertible Preferred Stock Item 3. Not applicable. Item 4. Ownership (a) Amount Beneficially Owned: 45,896,978 (b) Percent of Class: 13.5% (on a fully diluted basis) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 45,896,978 (as limited by a letter agreement dated February 11, 2000 ("Letter Agreement") and a Shareholders Agreement dated April 23, 1996 by and among Loral Corporation (now part of Lockheed Martin Corporation) and Loral Space & Communications Ltd. ("Agreement"). The Agreement is filed as Exhibit 10.2 to Loral Space's Form 10-K filed on July 1, 1996. (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 45,896,978 (as limited by the Letter Agreement and the Agreement). (iv) shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. On February 16, 2000, Lockheed Martin transferred the beneficial ownership of the 45,896,978 shares of Loral Space Series A Convertible Preferred Stock to a wholly-owned subsidiary, Lockheed Martin Investments Inc. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with Lockheed Martin Corporation's beneficial ownership of the Series A Convertible Preferred Stock (convertible into Common Stock) of Loral Space & Communications Ltd. on this date is true, complete and correct. Date February 16, 2000 ----------------- Marian S. Block /s/____________________________________________ Vice President and Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----