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EXHIBIT 99.6
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EXHIBIT 99.6
SUBSCRIPTION AGENCY AGREEMENT
This Subscription Agency Agreement (this "Agreement"), dated as of March
, 1997, is by and between Globalstar Telecommunications Limited, a Bermuda
company (the "Company"), and The Bank of New York, a New York Corporation (the
"Agent").
W I T N E S S E T H:
WHEREAS, the Agent is currently the Transfer Agent and Registrar for the
Company in respect of its Common Stock, par value $1.00 per share (the "Common
Stock");
WHEREAS, the Company proposes to distribute to the holders of Common Stock,
of record (the "Stockholders") as of the close of business on March , 1997
(the "Record Date"), certificates ("Subscription Certificates") representing
transferable rights (the "Rights") to subscribe for and purchase an aggregate of
1,131,168 shares of Common Stock (the "Rights Shares"), at the rate of one share
of Common Stock for each 8.84042 shares of Common Stock held by each Stockholder
on the Record Date (the "Rights Offering"), at a subscription price equal to
$26.50 per share (the "Subscription Price");
WHEREAS, the Rights Offering will expire on April , 1997, unless extended
by the Company (the "Expiration Date");
WHEREAS, pursuant to a certain standby agreement dated as of March ,
1997, Loral Space and & Telecommunications Ltd. (the "Standby Purchaser") has
agreed to subscribe for and purchase at the Subscription Price all Rights Shares
not otherwise subscribed for on or prior to the Expiration Date;
WHEREAS, the Company has filed a registration statement relating to the
Rights and the Rights Shares with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Act") on February 19, 1997 (in the form in
which it first becomes effective under the Act and as it may thereafter be
amended, the "Registration Statement"), which Registration Statement will
include a final prospectus containing the terms of the Rights Offering (the
"Final Prospectus");
WHEREAS, the Company desires the Agent to perform certain acts on behalf of
the Company and the Agent desires to so act, in connection with distribution of
the Subscription Certificates, transfers, if any, of the same and recordation of
such transfers, the issuance and exercise of the Rights to subscribe therein set
forth, and the coordination with X.X. Xxxxxx & Co., Inc. (the "Information
Agent") in order to fully inform the ultimate beneficial Stockholders of the
Rights Offering, all upon the terms and subject to the conditions set forth
herein;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:
Section 1. Appointment of Agent. The Company hereby appoints and
authorizes the Agent to act on its behalf in accordance with the provisions
hereof, and the Agent hereby accepts such appointment and agrees to so act. In
connection with the foregoing appointment as Agent, the Company hereby also
appoints the Agent as Transfer Agent and as Registrar of the Company for the
Subscription Certificates and the Common Stock to be issued pursuant to the
Rights, to act as provided herein and as is otherwise customary in such
capacities. The Agent acknowledges that the Information Agent will assist the
Agent in connection with certain aspects of the Rights Offering as described in
the Final Prospectus and the Information Agency Agreement which is an exhibit to
the Registration Statement.
Section 2. Subscription Certificates. (a) The Agent shall, from a list of
the Company's Stockholders on the Record Date (which list shall be prepared by
the Agent in its capacity as Transfer Agent and Registrar for the Common Stock),
prepare and record Subscription Certificates in the names of the Stockholders of
the Company as of the Record Date, setting forth the number of Rights to
subscribe to Common Stock calculated on the basis of one Right to subscribe for
and purchase one share of Common Stock for each 8.84042 shares of Common Stock
held by each Stockholder on the Record Date, provided, however, that the number
of Rights
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distributed to each Stockholder will be rounded down to the nearest whole number
and no fractional Rights or cash in lieu thereof will be issued. All questions
as to the validity and eligibility of any rounding of fractional rights shall be
determined by the Company in its sole discretion, and its determination shall be
final and binding. Each Subscription Certificate shall be dated as of the Record
Date.
(b) Reference is made to the Final Prospectus for a complete
description of the Rights.
(c) The Subscription Certificates shall be executed on behalf of the
Company by its Chairman or President and by its Secretary or Assistant
Secretary by facsimile signature. Upon written notice from the Company
executed by its Chairman, President, any Vice President, Secretary or
Assistant Secretary as to the effective date of the Registration Statement,
the Agent shall as promptly as practicable deliver the Subscription
Certificates, together with a copy of the Prospectus, Instructions for
Completing Subscription Certificates and all other ancillary documents
relating to the Rights Offering, to all Stockholders as of the Record Date.
The form of Subscription Certificate and Instructions for Completing
Subscription Certificates are attached hereto as Exhibits A and B,
respectively. If an officer whose signature has been placed upon a
Subscription Certificate shall cease to hold such office at any time
thereafter, such event shall have no effect on the validity of such
Subscription Certificate.
(d) The Agent shall keep or cause to be kept, at its principal offices
in New York, New York, books for registration of the Rights hereunder. Such
books shall show the names and addresses of the respective holders of the
Rights and the number of Rights evidenced by each outstanding Subscription
Certificate.
Section 3. Division of Subscription Certificates; Lost, Stolen, Mutilated
or Destroyed Subscription Certificates.
(a) A bank, trust company, securities dealer or broker holding Common
Stock on the Record Date for more than one beneficial owner may, by
submitting a written request by 5:00 p.m., New York City time on April ,
1997, exchange its Subscription Certificate to obtain Subscription
Certificates for the number of Rights which each such beneficial owner
would have been entitled to receive had each been the holder of record of
such shares on the Record Date; provided, however, each such beneficial
owner's Rights will be rounded down to the nearest whole number and no
fractional Rights or cash in lieu thereof will be distributed or paid.
(b) Upon receipt by the Company and the Agent of evidence reasonably
satisfactory to them of the loss, theft, mutilation, or destruction or a
Subscription Certificate, and in the case of loss, theft or destruction, of
indemnity and/or security satisfactory to them, in their sole discretion,
and reimbursement to the Company and the Agent of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Subscription
Certificate, if mutilated, the Agent will make and deliver a new
Subscription Certificate of like tenor to the registered Rights holder in
lieu of the Subscription Certificate so lost, stolen, mutilated or
destroyed. If required by the Company or the Subscription Agent, an
indemnity bond must be sufficient in the judgment of each party to protect
the Company, the Agent or any agent thereof from any loss which any of them
may suffer in a lost, stolen, mutilated or destroyed Subscription
Certificate is replaced.
Section 4. Transfers. At any time during the Rights Offering until 5:00
p.m. on the Expiration Date, the Agent shall:
(a) Effect transfers, divisions and combinations of Subscription
Certificates at the request of the holders thereof, in the manner and
subject to the terms and conditions set forth in the form of Subscription
Certificate and the Final Prospectus.
(b) Issue new Subscription Certificates under the circumstances, in
the manner and subject to the terms and conditions set forth in the form of
Subscription Certificate and in the Final Prospectus, and deliver a copy of
the Final Prospectus to each assignee or transferee of Subscription
Certificates upon the transfer thereof.
(c) Sell Rights represented by the Subscription Certificates for the
account of the holders thereof under the circumstances, in the manner and
subject to the terms and conditions set forth in the form of
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Subscription Certificate and in the Final Prospectus. The Proceeds per
Right paid to the seller thereof will be the same as the price received by
the Agent for the sale of such Right after deduction of any brokerage
commissions, taxes and other expenses. Net proceeds, if any, of the sale of
any Rights shall be remitted to the seller thereof.
Section 5. Exercise of Rights.
(a) Rights holders may exercise the Rights and by properly completing
and signing the subscription form on the Subscription Certificate,
including, if required, a signature guarantee from an Eligible Institution
(as defined in "Instructions for Completing Subscription Certificates"
accompanying the Subscription Certificate), and mailing or delivering the
Subscription Certificate to Agent at its corporate office specified in the
Prospectus, together with payment of the aggregate Subscription Price in
full, as set forth in Section 6 hereof. A Right will not be deemed
exercised until the Agent receives both payment of the Subscription Price
and a duly executed Subscription Certificate (or until the Guaranteed
Delivery Procedures set forth in Section 5(b) have been complied with).
Once a Rights holder has exercised a Right, such exercise may not be
revoked.
(b) A Rights holder may exercise Rights in whole or in part, but no
Rights may be exercised for fractional shares. If an exercising Rights
holder does not indicate the number of Rights being exercised, or does not
forward full payment of the aggregate Subscription Price for the number of
Rights that the Rights holder indicates are being exercised, then the
Rights holder will be deemed to have exercised the Rights with respect to
the maximum number of Rights that may be exercised for the aggregate
Subscription Price payment delivered by the Rights holder. Any amount
remaining after application of the foregoing procedures shall be returned
to the Rights holder by mail, without interest or deduction, as soon as
practicable after the Expiration Time (as hereinafter defined) and after
all prorations and adjustments have been effected.
Section 6. Expiration Time; Guaranteed Delivery.
(a) Rights may be exercised at any time after the date of issuance of
the Subscription Certificates with respect thereto but no later than 5:00
p.m., New York City time on such date as the Company shall designate to the
Agent in writing (which date may be extended for up to fifteen (15) days
upon written notice to the Agent by the Company and the Standby Purchasers,
or for a greater period of time, as may be determined by the Company, upon
notice to the foregoing parties and to the Stockholders) (the "Expiration
Time"), after which all unexercised Rights will be null and void. The Agent
shall not honor any purported exercise of Rights received by the Agent
after the Expiration Time, regardless of when the documents relating to
such exercise were transmitted, except when timely transmitted pursuant to
the Guaranteed Delivery Procedures set forth in subsection (b) below.
(b) Notwithstanding the provisions of this Agreement regarding
delivery of an executed Subscription Certificate to the Agent prior to the
Expiration Time, if a Rights holder wishes to exercise Rights, but time
will not permit such holder to cause the Subscription Certificate or
Subscription Certificates evidencing such Rights to reach the Agent on or
prior to the Expiration Time, such Rights may nevertheless be exercised if
all of the following conditions (the "Guaranteed Delivery Procedures") are
met:
(i) such holder has caused payment in full of the Subscription
Price for each share of Common Stock being subscribed for pursuant to
the Rights to be received (in the manner set forth in Section 7(a)
hereof) by the Agent on or prior to the Expiration Time;
(ii) the Agent receives, on or prior to the Expiration Time, a
guarantee notice (a "Notice of Guaranteed Delivery"), substantially in
the form provided with the Instructions for Completing Subscription
Certificates distributed with the Subscription Certificates, from a
member firm of a registered national securities exchange or a member of
the National Association of Securities Dealers, Inc., or from a
commercial bank or trust company having an office or correspondent in
the United States (each, an "Eligible Institution"), stating the name of
the exercising Rights holder, the number of Rights represented by the
Subscription Certificate or Subscription Certificates held by
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such exercising Rights holder, the number of shares of Common Stock
being subscribed for pursuant to the Rights and guaranteeing the
delivery to the Agent of any Subscription Certificate evidencing such
Rights within five business days following the date of the Notice of
Guaranteed Delivery; and
(iii) the properly completed Subscription Certificate evidencing
the Rights being exercised, with any required signatures guaranteed, is
received by the Agent within five (5) business days following the date
of the Notice of Guaranteed Delivery relating thereto. The Notice of
Guaranteed Delivery shall be delivered to the Agent in the same manner
as Subscription Certificates at the addresses set forth in or as
otherwise permitted by the Prospectus.
Section 7. Payment; Escrow Account.
(a) Payment of the Subscription Price for all subscribed for shares of
Common Stock shall be payable in United States dollars (i) by check,
certified check or bank draft drawn upon a United States bank or postal,
telegraphic or express money order payable to the order of The Bank of New
York, as Agent, or (ii) by wire transfer of funds to the account of the
Agent, as agent for the Company maintained for such purpose as set forth in
the Prospectus. The Subscription Price will be considered to have been paid
only upon (x) clearance of any uncertified check, (y) receipt by the Agent
of any certified check or bank draft drawn upon a United States bank or any
postal, telegraphic or express money order or (z) receipt of collected
funds in the Agent's account designated above, in payment of the
Subscription Price.
(b) All funds received by the Agent from the exercise of the Rights
will be held by the Agent, on behalf of the Company, in a segregated,
non-interest bearing account pending disbursement in the manner described
in subsection (c) below.
(c) The Agent shall deliver to the Company all proceeds received in
respect of the exercise of Rights as promptly as practicable following the
receipt of such proceeds, but in no event later than three (3) business
days after the Expiration Date. Proceeds to be returned to Rights holders
pursuant to Sections 5(c) shall be so returned as set forth in such
Section.
Section 8. No Rights of Stockholders. No Subscription Certificate shall
entitled a Rights holder to vote or receive dividends or be deemed the holder of
shares of Common Stock for any purpose, nor shall anything contained in any
Subscription Certificate be construed to confer upon any Rights holder any of
the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any action by the Company (whether upon any
recapitalization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings of other action
affecting stockholders, or receive dividends or otherwise, until the Rights
evidenced thereby shall have been exercised and the shares of Common Stock
purchasable upon the exercise thereof shall have become deliverable as provided
in this Agreement and in the Prospectus.
Section 9. Delivery of Certificates. The Agent, in its capacity as
transfer agent for the Common Stock, shall issue and deliver certificates
representing shares of Common Stock purchased pursuant to exercise of the Rights
to subscribers as soon as practicable after the Expiration Time and after all
prorations have been effected. The Agent shall promptly notify the Company as to
the date of delivery of such certificates. Such certificates for Common Stock
purchased pursuant to the exercise of Rights shall be registered in the names
of, and delivered to, the Rights holders exercising such Rights.
Section 10. Foreign and Certain Other Stockholders. Rights may not be
exercised by any person, and neither the Prospectus nor any Subscription
Certificate shall constitute an offer to sell or a solicitation of an offer to
purchase any shares of Common Stock, in any jurisdiction in which such
transactions would be unlawful. The Agent shall reject any subscription pursuant
to the exercise of Rights by Rights holders outside the United States, if in the
opinion of the Company, the Company may not lawfully issue shares to such Rights
holders. The Agent shall not deliver Subscription Certificates to holders of
Common Stock whose addresses are outside the United States, however, the Agent
shall deliver Prospectuses and the other ancillary documents to such holders,
together with a letter in the form attached hereto as Exhibit C. The Agent shall
hold such Subscription Certificates for the account of such holders and upon
notice from such holders shall
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exercise the Rights on their behalf. To so exercise such Rights, such
stockholders must notify the Agent and deliver the Subscription Price to the
Agent not later than the Expiration Time. If no instructions and payment have
been received by the Agent prior to the Expiration Time, the Rights will expire
unexercised and be null and void.
Section 11. Reports. The Agent shall notify both the Company and its
designated representatives by telephone on a daily basis during the period
commencing with the mailing of Subscription Certificates and ending at the
Expiration Time (and in the case of deliveries pursuant to the Guaranteed
Delivery Procedures, the period ending five (5) business days after the
Expiration Time), which notice shall thereafter be confirmed in writing, of (a)
the number of Rights exercised on each day, (b) the number of shares of Common
Stock subscribed for pursuant to the Rights and the number of such Rights for
which payment has been received, (c) the number of Rights exercised pursuant to
the Guaranteed Delivery Procedures on such day, (d) the number of Rights for
which defective exercises have been received on such day and (e) cumulative
totals derived from the information set forth in clauses (a) through (d) above.
At or before 5:00 p.m. on the third business day following the Expiration Time,
the Agent shall certify in writing to the Company the cumulative totals through
the Expiration Time derived from the information set forth in clauses (a)
through (d) above. The Agent shall also maintain and update a listing of holders
who have fully or partially exercised their Rights and holders who have not
exercised their Rights. The Agent shall provide the Company or its designated
representatives with the information compiled pursuant to this Section 11 as any
of them shall request. The Agent hereby represents and warrants that the
information contained in each notification referred to in this Section 11 shall
be accurate in all material respects.
Section 12. Future Instructions and Interpretation.
(a) All questions as to the timeliness, validity, form and eligibility
of any exercise or Rights will be determined by the Company whose
determinations shall be final and binding. The Company, in its sole
discretion, may waive any defect or irregularity, permit a defect or
irregularity to be corrected within such time as it may determine or reject
the purported exercise of any Right. Subscriptions will not be deemed to
have been received or accepted until all irregularities have been waived or
cured within such time as the Company determines in its sole discretion.
Neither the Company nor the Agent shall be under any duty to give
notification of any defect or irregularity in connection with the
submission of Subscription Certificates or incur any liability for failure
to give such notification.
(b) The Agent is hereby authorized and directed to accept instructions
with respect to the performance of its duties hereunder from any authorized
officer of the Company, and to apply to any such officer for advice or
instructions in connection with its duties, and shall be indemnified and
not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such officer.
Section 13. Payment of Taxes. The Company covenants and agrees that it
will pay when due and payable all documentary, stamp and other taxes, if any,
which may be payable in respect of the issuance or delivery of any Subscription
Certificate or of the shares of Common Stock upon exercise of Rights; provided,
however, that the Company shall not be liable for any tax liability arising out
of any transaction which results in, or is deemed to be, an exchange of Rights
or shares or a constructive dividend with respect to the Rights or shares.
Section 14. Cancellation and Destruction of Subscription
Certificates. All Subscription Certificates surrendered for any reason shall be
canceled by the Agent, and no Subscription Certificate shall be issued in lieu
thereof except as expressly permitted by the provisions of this Agreement. The
Agent shall deliver all canceled Subscription Certificates to the Company, or
shall, at the request of the Company, destroy such canceled Subscription
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.
Section 15. Agent Compensation. The Company agrees that it will pay to
the Agent $ as compensation for its services. The Company further
agrees that it will reimburse the Agent for its necessary and reasonable
expenses incurred in the performance of its duties as such, including without
limitation, postage, stationery and supplies, and counsel fees.
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Section 16. Confidential Information. The Agent acknowledges the
confidential and proprietary nature of the Company's shareholder records and
information related thereto which it may receive pursuant to the exercise of its
duties under this Agreement. The Agent agrees that is shall maintain the
confidentiality thereof and, except as necessary to fulfill any duty under this
Agreement, shall not disclose the contents or nature thereof without the express
prior written authorization of a Company Vice President.
Section 17. Indemnification. The Company will indemnify, protect and hold
harmless the Agent from any and all liability, cost or expense resulting from
any act, omission, delay or refusal, made by it in reliance upon any signature,
endorsement, assignment, certificate, order, request, notice, instructions or
other instrument or document believed by it in good faith to be valid, genuine
and sufficient, and in accepting any subscription or in effecting any transfer
of Rights believed by it in good faith to have been duly authorized, in delaying
or refusing in good faith to accept any subscription or effect any transfer of
Rights. The Agent shall, in issuing and registering Common Stock as Transfer
Agent and Registrar pursuant to duly exercised Rights, be liable for and shall
indemnify and hold the Company harmless from any and all liability, cost or
expense as a result of or. arising our of its own negligence or bad faith or
that of its agents, servants or employees. The Agent agrees that, with respect
to its use on the Subscription Certificate of the facsimile signature of
officers of the Company it will indemnify, protect, and hold harmless the
Company from any and all liability, cost, or expense for anything done or
omitted to be done by the Agent with respect to the use of such facsimile
signature.
Section 18. Covenants of the Company
(a) The Company covenants that all shares of Common Stock issued upon
exercise of Rights set forth in the Subscription Certificates will be
validly issued, fully paid, nonassessable and free of preemptive rights.
(b) Upon written notice to the Agent that the Commission shall have
issued or threatened to issue any order preventing or suspending the use of
the Prospectus, or if for any reason it shall be necessary to amend or
supplement the Prospectus in order to comply with the Securities Act, the
Agent shall cease acting hereunder until receipt of written instructions
from the Company and such assurances as it may reasonable request that it
may comply with such instructions without violations of the Securities Act.
Section 19. Successor Agent.
(a) Any corporation into which the Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Agent shall be a party, or
any corporation succeeding to the corporate trust business of the Agent,
shall be the successor to the Agent hereunder without the execution or
filing of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Agent. In the event that, at the
time such successor to the Agent shall proceed to the agency created by
this Agreement, any of the Subscription Certificates shall have been
countersigned buy not delivered, any such successor to the Agent may adopt
the countersignature of the original Agent and deliver such Subscription
Certificates so countersigned. In the event at such time any of the
Subscription Certificates shall not have been countersigned, any successor
to the Agent may countersign such Subscription Certificates either in the
name of the predecessor Agent or in the name of the Successor Agent, and in
all such events such Subscription Certificates shall have the full force
provided in the Subscription Certificates and in this Agreement.
(b) In the event at any time the name of the Agent shall be changed
and at such time any of the Subscription Certificates shall have been
countersigned buy not delivered, the Agent may adopt the countersignature
under its prior name and deliver Subscription Certificates so
countersigned. In the event at such time any of the Subscription
Certificates shall not have been countersigned, the Agent may countersign
such Subscription Certificates either in its prior name or in its changed
name, and in all such events such Subscription Certificates shall have the
full force provided in the Subscription Certificates and in this Agreement.
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Section 20. Conditions to Agent's Obligations. The Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions:
(a) The Agent may consult with legal counsel (who may be, but is not
required to be, legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the
Agent as to any action taken or omitted by it in good faith and in
accordance with such opinion.
(b) Whenever in the performance of its duties under this Agreement the
Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company, prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect
thereof is herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chairman of the
Board, President or a Vice President and by the Secretary or Assistant
Secretary of Treasurer or Assistant Treasurer of the Company and delivered
to the Agent, and such certificate shall be full authorization to the Agent
for any action taken or suffered in good faith by it under the provisions
of this Agreement in reliance upon such certificate.
(c) The Agent shall be liable hereunder only for its own gross
negligence or willful misconduct.
(d) Nothing herein shall preclude the Agent from acting in any other
capacity for the Company or for any other legal entity.
(e) The Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the
Subscription Certificates or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the
Company only.
(f) The Agent shall not be under any responsibility in respect of the
validity of this Agreement or the execution and delivery hereof (except the
due execution hereof by the Agent) or in respect of the validity or
execution of any Subscription Certificate; nor shall it be responsible for
any breach by the Company of any covenant or condition contained in this
Agreement or in any Subscription Certificate; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Common Stock or other securities to be
issued pursuant to this Agreement or any Subscription Certificate or as to
whether any shares of Common Stock, or any shares or similar units of other
securities, will, when issued, be validly authorized and issued, fully
paid, and nonassessable.
(g) The Company agrees that it will perform, execute, acknowledge and
deliver, or cause to be performed, executed, acknowledged and delivered,
all such further and other acts, instruments and assurances as may
reasonably be required by the Agent for the carrying out or performing by
the Agent of the provisions of this Agreement.
(h) No provision of this Agreement shall require the Agent to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights
if there shall be reasonable grounds for believing that repayment of such
funds or adequate indemnification against such risk or liability is not
reasonably assured to it.
(i) The Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company by
registered or certified mail.
Section 21. Supplements and Amendments. The Agent may, without the
consent or concurrence of the stockholders in whose names Subscription
Certificates are registered, by supplemental agreement or otherwise, concur with
the Company in making any changes or corrections in this Agreement or in a
Subscription Certificate that is appropriate to cure any ambiguity or to correct
any defective or inconsistent provision or clerical omission or mistake or
manifest error therein or herein contained, and which shall not be inconsistent
with the provisions of the Subscription Certificate except insofar as any such
change may confer additional rights upon the Rights holders.
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Section 22. Tax Matters.
(a) The Agent shall comply with the information reporting and backup
withholding requirements of the Internal Revenue Code of 1986, as amended,
(the "Code"), including, without limitation, where appropriate, on a timely
basis, filing with the Internal Revenue Service and furnishing to Rights
holders fully completed Firms 1099B and 1099DIV. The Agent shall also
collect and duly preserve Forms W-8 and W-9 and other forms or information
necessary to comply with the backup withholding requirements of the Code.
(b) The Agent shall withhold from payments made to Rights holders
amounts sufficient to comply with the backup withholding requirements of
the Code.
Section 23. Notices. All notices and other communications provided for or
permitted hereunder shall be made by hand delivery, prepaid first class mail or
telecopier:
(a) If to the Company, to:
Globalstar Telecommunications Limited
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) If to the Agent, to:
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(c) If to a Rights holder, to the address shown on the registry books
of the Company.
All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed as aforesaid;
when receipt is acknowledged, if telecopied.
Section 24. Assignment.
(a) Except as provided in subsection (c) below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
(b) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective permitted successors and assigns.
Section 25. Benefits of This Agreement. Nothing in this Agreement shall
be construed to give any person or corporation other than the Company, the Agent
and the holders of the Subscription Certificates any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Agent and the holders of the
Subscription Certificates.
Section 26. Amendments. This Agreement may be amended, supplemented or
otherwise modified only by a written instrument executed and delivered by each
of the Company and the Agent.
Section 27. Governing Law. This Agreement will be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.
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Section 28. Counterparts. This Agreement may be executed by the parties
hereto on separate counterparts, which counterparts taken together will be
deemed to constitute one and the same instrument.
GLOBALSTAR TELECOMMUNICATIONS LIMITED
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
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EXHIBIT A
FORM OF SUBSCRIPTION CERTIFICATE
SUBSCRIPTION CERTIFICATE NUMBER: REGISTERED OWNER: NUMBER OF RIGHTS:
NUMBER OF SHARES AVAILABLE FOR SUB-
SCRIPTION: CUSIP NUMBER G3930H 13 8
THIS OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME ON APRIL , 1997
UNLESS EXTENDED, AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER
GLOBALSTAR TELECOMMUNICATIONS LIMITED
SUBSCRIPTION RIGHTS FOR COMMON STOCK
SUBSCRIPTION CERTIFICATE
Dear Shareholder:
As the registered owner of this Subscription Certificate, you are entitled
to exercise the Rights issued to you as of March , 1997, the Record Date for
Rights Offering of Globalstar Telecommunications Limited (the "Company"), to
subscribe for the number of shares of Common Stock of the Company shown on this
Certificate pursuant to the rights offering (the "Rights Offering") upon the
terms and conditions and at the Subscription Price for each share of Common
Stock as specified in the Company's Prospectus dated March , 1997 (the
"Prospectus"). The terms and conditions of the Rights Offering set forth in the
Prospectus are incorporated herein by reference. Copies of the Prospectus are
available upon request from the Information Agent, X.X. Xxxxxx & Co., Inc. at
the toll-free telephone number 000-000-0000.
METHOD OF EXERCISE OR TRANSFER OF RIGHTS
The Rights represented by this Subscription Certificate may be exercised by
duly completing and executing Form 1, and may be transferred, assigned,
exercised or sold through a bank or broker by duly completing and executing Form
2. This Subscription Certificate is transferable and may be combined or divided
at the office of the Subscription Agent. Rights holders should be aware that if
they choose to exercise or transfer less than all of the Rights evidenced
hereby, they may not receive a new subscription certificate in sufficient time
to exercise the remaining Rights evidenced thereby.
Full payment of the Subscription Price of $26.50 per share for all shares
subscribed for pursuant to the Rights Offering must accompany this Subscription
Certificate and must be made payable in United States dollars by money order or
check drawn on a bank located in the United States payable to The Bank of New
York. Alternatively, if a Notice of Guaranteed Delivery is used, a properly
completed Subscription Certificate, together with payment in full, as described,
must be received by the Subscription Agent by no later than the close of
business on the third business day after the Expiration Date. See pages 29
through 32 of the Prospectus.
Any questions regarding this Subscription Certificate may be directed to
the Information Agent, X.X. Xxxxxx & Co., Inc. at the toll-free telephone number
000-000-0000.
By Mail: THE BANK OF NEW YORK By Hand or Overnight Courier:
000 XXXXXXX XXXXXX-00X
Tender & Xxxxxxxx Xxxxxxxxxx XXX XXXX, XXX XXXX 00000 Tender & Exchange Department
P.O. Box 11248 101 Xxxxxxx Street
Church Street Station Facsimile Transmission: Receive and Deliver Window
Xxx Xxxx, Xxx Xxxx 00000-0000 (for Eligible Institutions Xxx Xxxx, Xxx Xxxx 00000
Only)
(000) 000-0000
THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM
QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF
EACH OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY
NOT PURCHASE THE SHARES OF COMMON STOCK OFFERED HEREBY UNLESS THEIR PURCHASES OF
SUCH SHARES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH
JURISDICTIONS.
Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
Secretary President and Chief Operating Officer
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FORM 1 -- EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
exercises one or more Rights evidenced by this Subscription Certificate to
subscribe for shares of Common Stock as indicated below, and the terms and
subject to the conditions specified in the Prospectus, receipt of which is
hereby acknowledged.
(a) Number of shares subscribed for pursuant to the Rights (each Right may
be exercised for one Share):
(Number of new shares) X $26.50 = $______________
(b) Method of Payment (check and complete appropriate box(es)):
[ ] Uncertified, certified or cashier's check, bank draft or money
order in the amount of $______________________, payable to The
Bank of New York, subscription agent.
[ ] Wire transfer in the amount of $____________, directed to The
Bank of New York, subscription agent, ABA No.:___________________,
GTL Rights Offering DDA No.:______________________, Attention:
________________________. Indicate name of institution wire
transferring funds and name of registered holder.
(c) If the number of Rights being exercised is less than all of the Rights
represented by this Subscription Certificate, check one of the
following boxes:
[ ] Deliver to me a new Subscription Certificate evidencing the
remaining Rights to which I am entitled.
[ ] Deliver a new Subscription Certificate evidencing the remaining
Rights in accordance with my Form 2 instructions (any required
signature guarantees must be included).
(d) If Rights are being exercised pursuant to a Notice of Guaranteed
Delivery delivered to the Subscription Agent prior to the date hereof,
complete the following:
Name(s) of Registered Owner(s):
------------------------------------------------
Window Ticket Number (if any):
-------------------------------------------------
Date of execution of Notice of Guaranteed Delivery:__________________,
1997
Name and Telephone Number of Eligible Institution which Guaranteed
Delivery:
----------------------------------------------------------------------
FORM 2 -- CHECK THE BOX BELOW TO TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME
OR ALL OF YOUR RIGHTS EVIDENCED HEREBY OR TO EXERCISE OR SELL RIGHTS THROUGH
YOUR BANK OR BROKER: [ ] For value received,__________________Rights
represented by this Subscription Certificate are hereby assigned to (please
print name and address and Taxpayer Identification No. of transferee in full):
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Taxpayer Identification No. (Social Security Number for individuals):
---------------------------------
Upon completion of Form 1 and/or Form 2, subscribers and/or transferors must
sign below:
--------------------------------------------------------------------------------
Signature of Subscriber or Transferor+
+ To effect a Transfer, a signature Guarantee must be provided by an Eligible
Institution as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934.
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EXHIBIT B
FORM OF INSTRUCTIONS FOR COMPLETING SUBSCRIPTION CERTIFICATES
INSTRUCTIONS FOR COMPLETING
GLOBALSTAR TELECOMMUNICATIONS LIMITED
SUBSCRIPTION CERTIFICATES
CONSULT THE INFORMATION AGENT OR YOUR BANK OR
BROKER AS TO ANY QUESTIONS
------------------------
The following instructions relate to a rights offering (the "Rights
Offering") by Globalstar Telecommunications Limited, a Bermuda company (the
"Company"), to the holders of its common stock, par value $1.00 per share (the
"Common Stock"), as described in the Company's Prospectus dated March , 1997
(the "Prospectus"). Holders of record of Common Stock at the close of business
on March , 1997 (the "Record Date") are receiving one (1) transferable
subscription right (a "Right") for each 8.84042 shares of Common Stock held of
record on the Record Date. The Rights are evidenced by transferable subscription
certificates ("Subscription Certificates"), which record holders are receiving
with copies of the Company's Prospectus. Each whole Right entitles the holder
thereof to purchase from the Company one (1) share of Common Stock at the
subscription price of $26.50 (the "Subscription Price"). No fractional Rights or
cash in lieu thereof have been distributed or paid by the Company. The number of
Rights distributed to each holder of Common Stock have been rounded down to the
nearest whole number. An aggregate of 1,131,168 Rights exercisable to purchase
an aggregate of 1,131,168 shares of Common Stock are being distributed in
connection with the Rights Offering.
The Rights will expire at 5:00 p.m. New York City time, on April , 1997,
unless extended (the "Expiration Time").
The number of Rights to which you are entitled is printed on the face of
your Subscription Certificate. You should indicate your wishes with regard to
the exercise and/or transfer of your Rights by completing the appropriate form
or forms on the back of your Subscription Certificate and returning the
Subscription Certificate to the Subscription Agent in the envelope provided.
YOUR SUBSCRIPTION CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT,
OR GUARANTEED DELIVERY PROCEDURES WITH RESPECT TO YOUR RIGHT
MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL
CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT AT OR BEFORE
5:00 P.M., NEW YORK CITY TIME, ON APRIL , 1997, OR ON SUCH LATER DATE AS THE
EXPIRATION TIME IS EXTENDED. YOU MAY NOT REVOKE ANY PROPER EXERCISE OF A RIGHT.
1. SUBSCRIPTION.
To exercise Rights, complete and sign the Form 1 on the reverse side of
your Subscription Certificate and send it (or Notice of Guaranteed Delivery),
together with payment in full of the Subscription Price for each share of Common
Stock subscribed for pursuant to the Rights Offering to The Bank of New York, as
Subscription Agent (the "Subscription Agent"). Payment of the Subscription Price
must be made for the full number of shares of Common Stock being subscribed for
(a) in U.S. dollars by check or postal, telegraphic or express money order
payable to The Bank of New York, as Subscription Agent or (b) by wire transfer
of funds in U.S. dollars to the account maintained by the Subscription Agent for
such purpose at [ ], ABA No. ; GTL Rights Offering DDA
No.: ; Attention: . THE SUBSCRIPTION PRICE WILL BE DEEMED
TO HAVE BEEN RECEIVED BY THE SUBSCRIPTION AGENT ONLY UPON (I) CLEARANCE OF ANY
UNCERTIFIED CHECK, (II) RECEIPT BY THE SUBSCRIPTION AGENT OF ANY CERTIFIED OR
CASHIER'S CHECK OR OF ANY POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER, OR
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(III) RECEIPT OF COLLECTED FUNDS IN THE SUBSCRIPTION AGENT'S ACCOUNT
DESIGNATED ABOVE. IF PAYING BY UNCERTIFIED PERSONAL CHECK, PLEASE NOTE THAT THE
FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY,
REGISTERED RIGHTS HOLDERS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF AN
UNCERTIFIED PERSONAL CHECK ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF
THE EXPIRATION TIME TO ENSURE THAT SUCH PAYMENT IS RECEIVED AND CLEARS BY SUCH
TIME AND ARE URGED TO CONSIDER, IN THE ALTERNATIVE, PAYMENT BY MEANS OF
CERTIFIED OR CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS.
Alternatively, you may cause a written guarantee substantially in the form
of Exhibit A to these instructions (the "Notice of Guaranteed Delivery") from a
member firm of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., or from a commercial bank or
trust company having an office or correspondent in the United States (each, an
"Eligible Institution"), to be received by the Subscription Agent prior to the
Expiration Time; payment in full of the applicable Subscription Price may be
made separately as long as said payment is also received by the Subscription
Agent prior to the Expiration Time. Such Notice of Guaranteed Delivery must
state your name, the number of Rights represented by your Subscription
Certificate and the number of underlying shares of Common Stock being subscribed
for pursuant to the exercise of the Rights and must guarantee the delivery to
the Subscription Agent of your properly completed and executed Subscription
Certificate by 5:00 p.m., New York City time on April , 1997. Additional
copies of the Notice of Guaranteed Delivery may be obtained upon request from
the Information Agent at the address, or by calling the telephone number,
indicated below.
Banks, brokers and other nominee Rights holders who exercise the Rights on
behalf of beneficial owners of Rights will be required to certify to the
Subscription Agent and the Company (by delivery to the Subscription Agent of a
Nominee Holder Certification substantially in the form of Exhibit B to these
instructions), as to the aggregate number of Rights which have been exercised
and the number of shares of Common Stock thereby subscribed for pursuant to the
exercise of the Rights by each beneficial owner of Rights (which may include
such nominee) on whose behalf such nominee is acting.
If you exercise less than all of the Rights evidenced by your subscription
certificate by so indicating in Form 1 of your subscription certificate, the
Subscription Agent will issue to you a new subscription certificate evidencing
the unexercised Rights. However, if you choose to have a new subscription
certificate sent to you, you may not receive any such new subscription
certificate in sufficient time to permit you to sell or exercise the Rights
evidenced thereby.
If the number of Rights Shares being subscribed for pursuant to the Rights
is not specified, you will be deemed to have exercised such Rights with respect
to the maximum whole number of shares of Common Stock that may be acquired for
the Subscription Price payment delivered.
ONCE A HOLDER HAS EXERCISED THE RIGHTS, THE EXERCISE MAY NOT BE REVOKED.
The addresses and facsimile number of the Subscription Agent are as
follows:
THE BANK OF NEW YORK
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department (for Eligible Institutions Only) Tender & Exchange Department
X.X. Xxx 00000 (000) 000-0000 000 Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx Receive and Deliver Window
Xxx Xxxx, Xxx Xxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
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The address and telephone number of the Information Agent, to whom all
questions and requests for the Prospectus or other documents relating to the
Rights Offering should be addressed, are as follows:
X.X. XXXXXX & CO., INC.
000 XXX XXXXXX
0XX XXXXX
XXXXXX XXXX, XXX XXXXXX 00000
(000) 000-0000
2. ISSUANCE AND DELIVERY OF STOCK CERTIFICATES.
Certificates for shares of Common Stock issuable upon exercise of the
Rights will be mailed as soon as practicable after the subscriptions have been
accepted by the Subscription Agent.
3. TRANSFERS OF RIGHTS.
The Rights evidenced by a single Subscription Certificate may be
transferred in whole or in part as follows:
(a) Sale of Rights through a Bank or Broker. To sell all Rights
evidenced by a subscription certificate through your bank or broker, so
indicate on Form 2 and deliver your properly completed and executed
subscription certificate to your bank or broker and have your signature
guaranteed by an Eligible Institution. Your subscription certificate should
be delivered to your bank or broker in ample time for it to be exercised.
If Form 2 is completed without designating a transferee, the Subscription
Agent may thereafter treat the bearer of the subscription certificate as
the absolute owner of all of the Rights evidenced by such subscription
certificate for all purposes, and the Subscription Agent shall not be
affected by any notice to the contrary. Your bank or broker cannot issue
subscription certificates. If you wish to sell less than all of the Rights
evidenced by a subscription certificate, either you or your bank or broker
must instruct the Subscription Agent as to the action to be taken with
respect to the Rights not sold, or you or your bank or broker must first
have your subscription certificate divided into subscription certificates
of appropriate denominations by following the instructions in paragraph 4
of these instructions. The subscription certificates evidencing the number
of Rights you intend to sell can then be transferred by your bank or broker
in accordance with the instructions in this paragraph 3(a).
(b) Transfers of Rights to a Designated Transferee. To transfer all of
your Rights evidenced by your subscription certificate to a transferee
other than a bank or broker, you must check the box for Form 2 and complete
Form 2 in its entirety, execute the subscription certificate and have your
signature guaranteed by an Eligible Institution. If Form 2 is completed
without designating a transferee, the Subscription Agent may thereafter
treat the bearer of the subscription certificate as the absolute owner of
all of the Rights evidenced by such subscription certificate for all
purposes, and the Subscription Agent shall not be affected by any notice to
the contrary. Only the Subscription Agent can issue subscription
certificates. You may transfer less than all of the rights evidenced by
your subscription certificates, in which case you may obtain a new
subscription certificate in the appropriate smaller denomination by
following the instructions in paragraph 4 below. The number of Rights you
intend to transfer can then be transferred by following the instructions in
this paragraph 3(b).
Rights holders wishing to transfer all or a portion of their Rights should
allow a sufficient amount of time prior to the Expiration Date for (i) the
transfer instructions to be received and processed by the Subscription Agent,
(ii) a new Subscription Certificate to be issued and transmitted to the
transferee or transferees with respect to transferred Rights, and to the
transferor with respect to retained Rights, if any, and (iii) the Rights
evidenced by such new Subscription Certificates to be exercised or sold by the
recipients thereof.
All commissions, fees and other expenses (including brokerage commissions
and transfer taxes) incurred in connection with the purchase, sale or exercise
of Rights will be for the account of the transferor or subscriber of the Rights,
and none of such commissions, fees or expenses will be paid by the Company or
the Subscription Agent.
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4. DIVIDING SUBSCRIPTION CERTIFICATES.
To have a subscription certificate divided into smaller denominations, you
must send your subscription certificate, together with complete separate
instructions (including specification of the denominations into which you wish
your rights to be divided) signed by you, to the Subscription Agent, allowing a
sufficient amount of time for new subscription certificates to be issued and
returned so that they can be used prior to the Expiration Date. Alternatively,
you may ask a bank or broker to effect such actions on your behalf. Your
signature must be guaranteed by an Eligible Institution if any of the new
subscription certificates are to be issued in a name other than that in which
the old subscription certificate was issued. Subscription certificates may not
be divided into units to purchase fractional shares and any instruction to do so
will be rejected. As a result of delays in the mail, the time of the
transmittal, the necessary processing time and other factors, you or your
transferee may not receive such new subscription certificates in time to enable
the holder to complete the sale or exercise by the Expiration Date. Neither the
Company nor the Subscription Agent will be liable to either a transferor or a
transferee for any such delays.
5. SIGNATURES.
(a) Signatures by Registered Holder. The signature on the Subscription
Certificate must correspond with the name of the registered holder exactly
as it appears on the face of the Subscription Certificate, without any
alteration or change whatsoever. Joint owners should each sign. Persons who
sign the Subscription Certificate in a representative or other fiduciary
capacity, such as an executor, trustee or corporate officer, must indicate
such capacity when signing and, unless waived by the Subscription Agent in
its sole and absolute discretion, must present to the Subscription Agent
satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the
Subscription Certificate is signed by a person other than the holder named
on the face of the Subscription Certificate, proper evidence of authority
of the person signing the Subscription Certificate must accompany the same
unless, for good cause, the Subscription Agent dispenses with proof of
authority.
(c) Signature Guarantees. Your signature must be guaranteed by an
Eligible Institution if you wish to transfer your Rights, as specified in
3(b) above, to a transferee including a bank or a broker.
6. METHOD OF DELIVERY.
The method of delivery of Subscription Certificate and payment of the
Subscription Price to the Subscription Agent will be at the election and risk of
the registered holder of the Rights but, if sent by mail, it is recommended that
they be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery to
the Subscription Agent and the clearance of any uncertified personal checks sent
in payment of the Subscription Price prior to 5:00 p.m., New York City time, on
April , 1997.
7. TRANSFER TAXES.
The Company will pay transfer taxes, if any, applicable to the issuance and
sale of Common Stock to a registered Rights holder upon the exercise of Rights
by such holder. If, however, a transfer tax is imposed for any reason other than
the issuance and sale of the Company's Common Stock to a registered Rights
holder upon exercise of Rights by such holder, the amount of any such transfer
taxes (whether imposed on the registered holder or on any other person) will be
payable by the registered holder or such other person. In any such event, the
Subscription Agent will be entitled to refuse to take the action requested until
it has received satisfactory evidence of the payment of such taxes or exemption
therefrom.
8. IRREGULARITIES.
All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Company, whose determinations
will be final and binding. The Company, in its sole
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discretion, may waive any defect or irregularity, or permit a defect or
irregularity to be corrected within such time as it may determine, or reject the
purported exercise of any Rights Certificates will not be deemed to have been
received or accepted until all irregularities have been waived or cured within
such time as the Company determines, in its sole discretion. Neither the Company
nor the Subscription Agent will be under any duty to give notification of any
defect or irregularity in connection with the submission of Subscription
Certificates or incur any liability for failure to give such notification.
9. LOST, STOLEN, MUTILATED OR DESTROYED SUBSCRIPTION CERTIFICATES.
Upon receipt by the Company and the Subscription Agent of evidence
reasonably satisfactory to them of the loss, theft, mutilation, or destruction
of a Subscription Certificate, and in the case of loss, theft or destruction, of
indemnity and/or security satisfactory to them, in their sole discretion, and
reimbursement to the Company and the Subscription Agent of all reasonable
expenses incidental thereto, and upon surrender and cancellation of the
Subscription Certificate, if mutilated, the Subscription Agent will make and
deliver a new Subscription Certificate of like tenor to the registered Rights
holder in lieu of the Subscription Certificate so lost, stolen, mutilated or
destroyed. If required by the Company or the Subscription Agent, an indemnity
bond must be sufficient in the judgment of each party to protect the Company,
the Subscription Agent or any agent thereof from any loss which any of them may
suffer in a lost, stolen, mutilated or destroyed Subscription Certificate is
replaced.
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EXHIBIT C
FORM OF LETTER TO SHAREHOLDERS
SPECIAL NOTICE TO HOLDERS OF
GLOBALSTAR TELECOMMUNICATIONS LIMITED
COMMON STOCK
WHOSE ADDRESSES ARE OUTSIDE
THE UNITED STATES
Dear Shareholder:
Enclosed you will find materials relating to the Rights Offering of
Globalstar Telecommunications Limited (the "Company"). Holders of Common Stock
at the close of business on March , 1997 (the "Record Date") will receive
transferable rights ("Rights") to subscribe for and purchase shares of Common
Stock held of record on the Record Date. A Subscription Certificate representing
Rights to subscribe for shares of the Company's Common Stock at $26.50 per share
is not included in this mailing, but instead is being held on your behalf by the
Subscription Agent, The Bank of New York. If you wish to exercise any or all of
these Rights, you must so instruct the Subscription Agent in the manner
described in the accompanying Prospectus and Instructions for Completing
Subscription Certificates by 5:00 p.m., New York time, on April , 1997, unless
Offering is extended by the Company. Rights not exercised by such time will
expire and become null and void.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
ADDRESSED TO X.X. XXXXXX & CO., INC., THE INFORMATION AGENT, AT (000) 000-0000.
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