UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CD Radio Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
125127 10 0
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(CUSIP Number)
Eric J. Zahler, Vice President, Secretary and General Counsel,
Loral Space & Communications Ltd.,
600 Third Avenue, New York, New York 10016
(212) 697-1105
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 5, 1997
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(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).
SCHEDULE 13D
CUSIP No. G3930H104
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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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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,905,488
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
1,905,488
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,905,488
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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)
15.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement") relates to
shares of Common Stock, $.001 par value per share (the "Common Stock"), of CD
Radio Inc., a Delaware corporation (the "Company"), and is being filed by Loral
Space & Communications Ltd. ("Loral"). The principal executive offices of the
Company are located at 1001 22nd Street, N.W., Washington, D.C. 20037.
Item 2. Identity and Background
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 office at 600 Third Avenue, New York, New York 10016.
The name, citizenship, business address, position and present
principal occupation of each of the executive officers and directors (the
"Executive Officers and Directors") of Loral are set forth in Schedule I of this
Statement.
None of the other persons named in Schedule I, to the best
knowledge of Loral, beneficially owns for purposes of Section 13(d) of the
Securities Exchange Act of 1934 ("Beneficially Owns") shares of Common Stock.
During the last five years, neither Loral, nor, to the best
knowledge of Loral, any of the persons named in Schedule I to this Statement,
has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or state securities laws or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Considerations
On August 5, 1997, pursuant to a Stock Purchase Agreement
dated August 5, 1997 between CD Radio Inc., David Margolese and Loral Space &
Communications Ltd. (the "Stock Purchase Agreement"), Loral acquired from the
Company 1,905,488 shares (the "Shares") of Common Stock for a purchase price of
$25 million. The acquisition of the Shares by Loral was funded from Loral's
available cash.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Shares by Loral is for
investment. Loral may make further purchases of shares of Common Stock from time
to time. 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.
The Executive Officers and Directors may make purchases of
shares of Common Stock 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.
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
(a)-(b): Loral Beneficially Owns 1,905,488 shares of Common Stock by
virtue of having sole voting and dispositive power with respect to the Shares.
The Shares Beneficially Owned by Loral constitute 15.3% of the outstanding
shares of Common Stock of the Company. Loral's percentage interest is calculated
based upon the 12,433,882 shares of Common Stock stated by the Company to be
issued and outstanding after giving effect to the sale of the Shares to Loral.
(c) The trading date, number of shares of Common Stock purchased and
price per share (excluding commissions, if any) for all transactions by Loral
and the Executive Officers for the 60-day period preceding August 5, 1997
through the date hereof are set forth in Schedule II hereto.
(d) Other than Loral, with respect to the Shares owned by it, no other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds of sale of, such Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company
The agreement entered into by Loral relating to this Statement
is the Stock Purchase Agreement. The Stock Purchase Agreement is attached hereto
as Exhibit A and is incorporated herein by reference. The following description
of certain provisions of the Stock Purchase Agreement is qualified in its
entirety by reference to the text of such agreement as incorporated by reference
herein.
Pursuant to the Stock Purchase Agreement, the Company has
granted to Loral certain registration rights with respect to the Shares. Such
registration rights include one demand registration after the date on which the
Company's two satellites are successfully launched and operational and piggyback
rights to include Shares in certain registrations effected by the Company for
the account of security holders. In addition, pursuant to the Stock Purchase
Agreement, (i) Loral has tag-along rights to participate in sales of Common
Stock having a fair market value exceeding $100,000
(calculated over a six-month period) that are made by certain significant
stockholders (generally defined to mean David Margolese, a stockholder owning
10% of the Common Stock or securities convertible into Common Stock or, for so
long as Loral shall own at least 5% of the Common Stock, a stockholder owning at
least the number of shares of Common Stock owned by Loral), (ii) Loral has
preemptive rights in connection with certain issuances of additional securities
by the Company, and (iii) Loral has agreed that, at the request of the Company
or its underwriters, after the filing by the Company of a registration
statement, Loral will not offer, sell or transfer the Shares for a period of up
to 180 days, provided that Loral is not obligated to be bound by more than two
such lock-up arrangements.
Item 7. Material to be Filed as Exhibits
The following exhibits are filed hereto:
Exhibit A Stock Purchase Agreement dated August 5, 1997 between CD
Radio Inc., David Margolese and Loral Space &
Communications Ltd.
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: August 13, 1997
LORAL SPACE & COMMUNICATIONS LTD.
By:/s/ Eric J. Zahler
Name: Eric J. Zahler
Title: Vice President, Secretary
and General Counsel
SCHEDULE I
Set forth below is the name, position, present principal occupation and
amount of beneficial interest in the Common Stock, 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 Space &
Communications Ltd., 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.
Number of Shares
Name and Position in addition to Owned and Aggregate Percentage
Present Principal Occupation Present Principal Occupation Purchase Price Interest
- -------------------------------- ---------------------------- ------------------- ----------
Bernard L. Schwartz Chairman of the Board of Directors 0 N/A
and Chief Executive Officer
Michael B. Targoff President and Chief Operating Officer 0 N/A
Howard Gittis, Director Vice Chairman and Chief 0 N/A
Administrative Officer of MacAndrews
& Forbes Holdings, Inc.
35 E. 62nd St.
New York, NY 10021
Robert B. Hodes, Director Counsel to 0 N/A
Willkie Farr & Gallagher
153 East 53rd St.
New York, NY 10022
Gershon Kekst, Director President of Kekst and Company, Inc. 0 N/A
437 Madison Ave.
New York, NY 10022
Charles Lazarus, Director Chairman and Director of Toys "R" Us, 0 N/A
Inc.
461 From Road
Paramus, NJ 07652
Number of Shares
Name and Position in addition to Owned and Aggregate Percentage
Present Principal Occupation Present Principal Occupation Purchase Price Interest
- -------------------------------- ---------------------------- ------------------- ----------
Malvin A. Ruderman, Director Professor of Physics, Columbia 0 N/A
University
29 Washington Sq. West
New York, NY 10011
E. Donald Shapiro, Director Professor of Law 0 N/A
New York Law School
57 Worth Street
New York, NY 10013
Arthur L. Simon, Director Independent consultant 0 N/A
971 Haverstraw Road
Suffern, NY 10901
Thomas J. Stanton, Jr., Chairman Emeritus of National 0 N/A
Director Westminster Bancorp NJ
240 South Mountain Ave.
Montclair, NJ 07042
Daniel Yankelovich, Director Chairman of DYG, Inc. 0 N/A
21 Holiday Point Rd.
Sherman, CT 06784
Laurence D. Atlas Vice President, Government 0 N/A
Relations-Telecommunications
Robert E. Berry Senior Vice President 0 N/A
Jeanette H. Clonan Vice President, Communications and 0 N/A
Investor Relations
Michael P. DeBlasio Senior Vice President and Chief 0 N/A
Financial Officer
Stephen L. Jackson Vice President, Administration 0 N/A
Jerald A. Lindfelt Vice President, Business Operations 0 N/A
Nicholas C. Moren Vice President and Treasurer 0 N/A
Number of Shares
Name and Position in addition to Owned and Aggregate Percentage
Present Principal Occupation Present Principal Occupation Purchase Price Interest
- -------------------------------- ---------------------------- ------------------- ----------
Harvey B. Rein Vice President and Controller 0 N/A
Thomas B. Ross Vice President, Government Relations 0 N/A
Eric J. Zahler Vice President, General Counsel and 0 N/A
Secretary
SCHEDULE II
TRANSACTIONS IN SHARES DURING THE PERIOD
COMMENCING FROM THE 60-DAY PERIOD PRECEDING
AUGUST 5, 1997 THROUGH THE DATE HEREOF
Price
Name Date Shares per Share A/S*
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Loral Space & Communications Ltd. 8/5/97 1,905,488 13.12 A
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* A indicates an acquisition of Common Stock and S indicates a sale
of Common Stock.
EXHIBIT INDEX
Exhibit A Stock Purchase Agreement dated August 5, 1997 between CD
Radio Inc., David Margolese and Loral Space &
Communications Ltd.