UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sirius Satellite Radio Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
82966U103
(CUSIP Number)
Avi Katz, Vice President and Secretary, Space Systems/Loral, Inc.,
c/o Loral SpaceCom Corporation, 600 Third Avenue, New York, New York 10016
(212) 697-1105
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 7, 2003
(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).
CUSIP No. 82966U103 13D Page 2 of 7 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Space Systems/Loral, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 58,964,981
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
58,964,981
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,964,981
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 82966U103 13D Page 3 of 7 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Loral Space & Communications Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 58,964,981
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
58,964,981
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,964,981
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(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 "Sirius Common Stock"), of
Sirius Satellite Radio Inc., a Delaware corporation (the "Company" or "Sirius").
The principal executive offices of the Company are located at 1221 Avenue of the
Americas, New York, New York 10020.
Item 2. Identity and Background
This Statement is filed by and on behalf of Space Systems/Loral,
Inc., a Delaware corporation ("SS/L") and Loral Space & Communications Ltd., a
Bermuda company ("Loral"). SS/L is a wholly owned subsidiary of Loral. SS/L is
engaged in the design and manufacture of satellites and space systems and the
development of satellite technology and has its principal office at 3825 Fabian
Way, Palo Alto, California 94303. Loral is engaged in the space and
telecommunications business and has its principal office c/o Loral SpaceCom
Corporation at 600 Third Avenue, New York, New York 10016.
The name, citizenship, business address, position and principal
occupation of each of the executive officers and directors of SS/L and Loral are
set forth on Schedule I of this Statement (the "Executive Officers and
Directors").
During the last five years, neither SS/L nor Loral, nor to the best
knowledge of SS/L or Loral, any of the Executive Officers and Directors 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 October 14, 2002, SS/L entered into a Lock-Up Agreement (the
"Lock-Up Agreement") with the Company and certain other holders of Sirius' debt
securities and preferred stock, pursuant to which SS/L agreed, as part of
Sirius' overall restructuring plan, to exchange up to $50 million principal
amount (excluding accrued interest thereon) of Sirius indebtedness held by it
(the "Sirius Note") for shares of Sirius Common Stock. This exchange was
effected on March 7, 2003 when Sirius issued to SS/L 58,964,981 shares of its
common stock in return for cancellation of the Sirius Note.
Item 4. Purpose of Transaction
SS/L acquired the Sirius Common Stock pursuant to Sirius' exchange
offer for its outstanding indebtedness, which exchange offer was made as part of
Sirius' overall restructuring plan. SS/L and Loral may make further purchases of
Sirius Common Stock from time to time. The Sirius Common Stock acquired by SS/L
in the exchange offer has been registered under the Securities Act of 1933, as
amended (the "Securities Act"). Assuming favorable market
conditions, SS/L intends to dispose of all or substantially all of its Sirius
Common Stock over time.
The Executive Officers and Directors may make purchases of shares of
Sirius 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
of Sirius Common Stock held by them at any time.
As part of Sirius' overall restructuring plan, Sirius obtained the
approval of its shareholders (i) to the issuance of common stock in connection
with its restructuring plan, including without limitation, the issuance of
common stock in exchange for its outstanding indebtedness and (ii) to amend its
certificate of incorporation to increase the authorized number of shares of its
common stock. Pursuant to the Lock-Up Agreement, the board of directors of
Sirius will be reconstituted upon the consummation of the restructuring as
follows: four members recommended by the informal creditors' committee (in which
SS/L participates as a member), one member appointed by Apollo Management, L.P.
and its affiliates; one member appointed by The Blackstone Group L.P. and its
affiliates and one member appointed by Sirius' management. Except as set forth
in this Item 4, neither SS/L or Loral nor, to the best knowledge of SS/L or
Loral, any of the Executive Officers and Directors, 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 SS/L and Loral and each of
the Executive Officers and Directors 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) SS/L beneficially owns for purposes of Section 13(d) of the
Securities Exchange Act of 1934 ("Beneficially Owns") and is the holder of
record of 58,964,981 shares of Sirius Common Stock representing 6.5% of the
outstanding shares of the Company. Since Loral, as the parent company of SS/L,
controls SS/L, SS/L and Loral share the power to vote and dispose of the
58,964,981 shares of Sirius Common Stock held of record by SS/L and,
accordingly, Loral may be deemed to Beneficially Own such shares of Sirius
Common Stock.
To the best knowledge of Loral, the Executive Officers and Directors
Beneficially Own the number of shares of Sirius Common Stock set forth opposite
their names on Schedule I hereto. To the best knowledge of SS/L and Loral,
except as otherwise set forth on Schedule I hereto, the Executive Officers and
Directors have sole voting and dispositive power with respect to their
respective shares of Sirius Common Stock. The respective percentage interests of
the Executive Officers and Directors are set forth opposite their names on
Schedule I hereto.
(c) The trading date, number of shares of Sirius Common Stock
purchased and price per share (excluding commissions, if any) for all
transactions by SS/L, Loral and the Executive Officers and Directors for the
60-day period preceding March 14, 2003 through the date hereof are set forth on
Schedule II hereto. SS/L acquired its shares of Sirius Common Stock directly
from the Company upon closing of the exchange offer. All other transactions in
the Sirius Common Stock described on Schedule II hereto were effected on the
Nasdaq National Market.
(d) Other than SS/L, with respect to the Sirius Common Stock owned
by SS/L, and the Executive Officers and Directors, with respect to the Sirius
Common Stock owned by them, 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 Sirius Common Stock except that Loral, as the parent company of
SS/L, has the power to direct the receipt of dividends or the proceeds of sale
of the Sirius Common Stock owned by SS/L and except, with respect to the
Executive Officers and Directors, as otherwise set forth on Schedule I hereto.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company
On October 14, 2002, Sirius entered into a Lock-Up Agreement with
affiliates of Apollo Management, L.P. and The Blackstone Group L.P. and the
members of the informal noteholders committee (including SS/L) pursuant to which
each agreed to use commercially reasonable efforts to complete the restructuring
as contemplated by the recapitalization plan or, if the minimum tender condition
or any of the other conditions to the exchange offer are not satisfied or waived
or Sirius is otherwise not able to complete the recapitalization plan, but the
required acceptances have been received, to seek confirmation of the
recapitalization plan, in accordance with the terms of the term sheet attached
to the Lock-Up Agreement. Under the Lock-Up Agreement, SS/L agreed to tender all
of its debt securities in the exchange offer and to vote to accept the
prepackaged plan and to reject any plan of reorganization of Sirius that does
not contain the terms of the restructuring substantially as set forth in the
term sheet attached to the Lock-Up Agreement and further agreed not to transfer
any of its Sirius debt securities unless the transferee agreed to be bound by
the terms of the Lock-Up Agreement. The Lock-Up Agreement is attached hereto as
Exhibit A and is incorporated by reference. The above description of the Lock-Up
Agreement is qualified in its entirety by reference to the text of such
agreement as incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
The following exhibit is filed hereto:
Exhibit A Lock-Up Agreement dated October 14, 2002 by and among Sirius
Satellite Radio, Inc., Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Blackstone CCC Capital Partners
L.P., Blackstone CCC Offshore Capital Partners L.P.,
Blackstone Family Investment Partnership III L.P., LJH
Partners, LP, Robert C. Fanch Revocable Trust, BCI Investments
II, LLC, Space Systems/Loral, Inc. and Lehman Commercial Paper
Inc.
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: March 14, 2003
SPACE SYSTEMS/LORAL, INC.
By: /s/ Avi Katz
----------------------------------------
Name: Avi Katz
Title: Vice President and Secretary
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Avi Katz
----------------------------------------
Name: Avi Katz
Title: Vice President and Secretary
SCHEDULE I
Set forth below is the name, position, present principal occupation and
amount of beneficial interest in the shares of Sirius Common Stock, if any, of
the directors and executive officers of Space Systems/Loral, Inc. Except as set
forth below, the business address of each of these persons is 3825 Fabian Way,
Palo Alto, California 94303. Each such person is a citizen of the United States.
Directors and Executive Officers of Space Systems/Loral, Inc.
Name and Position in Number
Addition to Present of Shares Percentage
Principal Occupation Present Principal Occupation Owned Interest
-------------------- ---------------------------- ----- --------
Robert E. Berry Chairman of the Board of 0 N/A
Directors
C. Patrick DeWitt Director, President and Chief 100 * (1)
Operating Officer
Robert B. Hodes, Director Counsel to Willkie Farr & 0 N/A
Gallagher
787 Seventh Avenue
New York, NY 10019
John Klineberg Director 0 N/A
Bernard L. Schwartz, Chairman and Chief Executive 0 N/A
Director Officer of Loral Space &
Communications Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
Julie Bannerman Vice President and Assistant 0 N/A
Secretary
Neil Barberis Senior Vice President 0 N/A
Giovanni Celli Senior Vice President 0 N/A
Arnold Friedman Senior Vice President 0 N/A
----------
* Less than one percent
(1) Held jointly with his wife with whom he shares voting and dispositive
power.
Name and Position in Number
Addition to Present of Shares Percentage
Principal Occupation Present Principal Occupation Owned Interest
-------------------- ---------------------------- ----- --------
Ronald Haley Senior Vice President and 0 N/A
Assistant Treasurer
Christopher Hoeber Senior Vice President 0 N/A
Avi Katz, Vice President Vice President, General 0 N/A
and Secretary Counsel and Secretary of
Loral Space & Communications
Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
Richard P. Mastoloni, Vice Vice President and Treasurer 0 N/A
President and Treasurer of Loral Space &
Communications Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
Harvey B. Rein, Vice Vice President and Controller 0 N/A
President and Controller of Loral Space &
Communications Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
Richard J. Townsend, Senior Vice President and 0 NA
Senior Vice President Chief Financial Officer of
and Chief Financial Loral Space & Communications
Officer Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
I-2
Name and Position in Number
Addition to Present of Shares Percentage
Principal Occupation Present Principal Occupation Owned Interest
-------------------- ---------------------------- ----- --------
Janet T. Yeung, Vice Vice President, Deputy General 0 N/A
President and Assistant Counsel and Secretary of Loral
Secretary Space & Communications Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
Eric J. Zahler, Executive President and Chief Operating 0 N/A
Vice President Officer of Loral Space &
Communications Ltd.
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, NY 10016
I-3
Set forth below is the name, position, present principal occupation and
amount of beneficial interest in the shares of Sirius 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
SpaceCom Corporation, 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.
Name and Position in Number
Addition to Present of Shares Percentage
Principal Occupation Present Principal Occupation Owned Interest
-------------------- ---------------------------- ----- --------
Bernard L. Schwartz Chairman of the Board of 0 N/A
Directors and Chief Executive
Officer
Eric J. Zahler Director, President and Chief 0 N/A
Operating Officer
Howard Gittis, Director Director, Vice Chairman and 0 N/A
Chief Administrative Officer
of MacAndrews & Forbes
Holdings Inc.
35 East 62nd Street
New York, NY 10021
Robert B. Hodes, Director Counsel to Willkie Farr & 0 N/A
Gallagher
787 Seventh Avenue
New York, NY 10019
Gershon Kekst, Director President of Kekst and 0 N/A
Company Incorporated
437 Madison Avenue
New York, NY 10022
Charles Lazarus, Director Chairman Emeritus of 0 N/A
Toys "R" Us, Inc.
960 Fifth Avenue
New York, NY 10021
I-5
Name and Position in Number
Addition to Present of Shares Percentage
Principal Occupation Present Principal Occupation Owned Interest
-------------------- ---------------------------- ----- --------
Sally Minard, Director Co-Chair of the Women's 0 N/A
Leadership Forum of the
Democratic National Committee
133 East 62nd Street
New York, NY 10021
Malvin A. Ruderman, Professor of Physics, Columbia 0 N/A
Director University
29 Washington Square West
New York, NY 10011
E. Donald Shapiro, Joseph Solomon Distinguished 0 N/A
Director Professor of Law, New York
Law School
10040 East Happy Valley Road
Scottsdale, AZ 85255
Arthur L. Simon, Director Independent Consultant 10,000 *
971 Haverstraw Road
Suffern, NY 10901
Daniel Yankelovich, Chairman of DYG, Inc. and 0 N/A
Director Viewpoint Learning, Inc.
1855 Spindrift Drive
La Jolla, CA 92037
Laurence D. Atlas Vice President, Government 0 N/A
Relations - Telecommunications
Robert E. Berry, Senior Chairman of the Board of 0 N/A
Vice President Directors of Space Systems/
Loral, Inc.
3825 Fabian Way
Palo Alto, CA 94303
Jeanette H. Clonan Vice President, Communications 0 N/A
and Investor Relations
* Less than one percent
I-6
Name and Position in Number
Addition to Present of Shares Percentage
Principal Occupation Present Principal Occupation Owned Interest
-------------------- ---------------------------- ----- --------
C. Patrick DeWitt, Vice Director, President and Chief 100 *
President Operating Officer of Space
Systems/Loral, Inc.
3825 Fabian Way
Palo Alto, CA 94303
Terry J. Hart, Vice President of Loral Skynet 500 *
President 500 Hills Drive
Bedminster, NJ 07921
Stephen L. Jackson Vice President, Administration 0 N/A
Avi Katz Vice President, General Counsel 0 N/A
and Secretary
Russell R. Mack Vice President, Business Ventures 0 N/A
Richard Mastoloni Vice President and Treasurer 0 N/A
Harvey B. Rein Vice President and Controller 0 N/A
Richard J. Townsend Senior Vice President and 0 N/A
Chief Financial Officer
Janet T. Yeung Vice President, Deputy General 0 N/A
Counsel and Assistant Secretary
----------
* Less than one percent
I-7
SCHEDULE II
TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE
60-DAY PERIOD PRECEDING MARCH 14, 2003 THROUGH THE DATE HEREOF
Price
Name Date Shares per Share A/S *
---------------------------- --------- ------ --------- -----
Arthur L. Simon 01/31/03 10,000 $1.19 A
Space Systems/Loral, Inc. ** N/A N/A N/A N/A
Space Systems/Loral, Inc. *** 03/13/03 2,000,000 $ .41 S
----------
* "A" indicates an acquisition of shares of Sirius Common Stock and "S"
indicates a sale of shares of Sirius Common Stock.
** SS/L Beneficially Owns 58,964,981 shares of Sirius common stock, acquired
directly from Sirius in connection with Sirius' exchange offer for all of
its outstanding debt.
*** This sale transaction will settle on March 18, 2003, at which time SS/L's
percentage interest in the Sirius Common Stock would be reduced to 6.2%.