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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) January 25, 1999
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Iridium World Communications Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 0-22637 52-2025291
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
(441) 295-5950
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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Iridium LLC
(Exact name of registrant as specified in its charter)
Delaware 0-22637-01 52-1984342
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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Iridium Operating LLC
(Exact name of registrant as specified in its charter)
Delaware 0-22637-02 52-2066319
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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Iridium Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-31741-03 52-2048739
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium IP LLC
(Exact name of registrant as specified in its charter)
Delaware 333-31741-01 52-2048736
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Roaming LLC
(Exact name of registrant as specified in its charter)
Delaware 333-31741-02 52-2048734
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Facilities Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-44349-04 52-2083969
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Item 5. Other Events
On January 25, 1999, Iridium LLC issued a press release, a copy of
which is attached hereto as Exhibit 99.1. The attachment contains forward
looking statements, regarding the registrants' expected funding requirements,
sources of funds and uses of funds for 1999 and thereafter. These forward
looking statements are based on a number of assumptions, including the
expectations of the Parent and Operating about their ability to generate
revenues from operations, and should be viewed in light of, among other things,
the following facts: (i) the Parent and Operating have no meaningful history of
operations or revenues and there is no operational service that provides a
direct comparison to the Iridium services; (ii) the estimates of the Parent and
Operating assume, among other things, that Operating will transition smoothly
from a development stage company into an operating company; (iii) the
availability of the additional sources of funding the Parent and Operating
expect to be able to use is not completely within their control and is
conditioned upon the satisfaction of certain conditions (including obtaining
and retaining customers and generating revenues); and (iv) the Parent and
Operating face many challenges and risks. It is likely that there would be a
material adverse effect on the Parent and Operating if actual funding
requirements (net of revenues from operations) significantly exceed current
estimates. For a discussion of some of the factors that could cause actual
results to differ from those expressed or implied by the forward looking
statements included in this report, consult the registrants' other filings with
the Securities and Exchange Commission, including Exhibit 99 to their report on
Form 10-Q for the period ended September 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(c) The following exhibits are filed herewith.
Exhibit Number Description
99.1 Press release dated January 25, 1999.
99.2 Certain Factors Which May Affect Forward Looking Statements: Incorporated by reference to
Exhibit 99 to the Annual Report on Form 10-K of Iridium World Communications Ltd.
("IWCL") and Iridium LLC for the fiscal year ended December 31, 1997.
99.3 Certain Factors Which May Affect Forward Looking Statements: Incorporated by reference
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to Exhibit 99.1 to the Quarterly Report
on Form 10-Q of IWCL and Iridium LLC
for the quarter ended September 30,
1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
IRIDIUM WORLD COMMUNICATIONS LTD.
By /s/
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Name: Edward F. Staiano
Title: Chief Executive Officer
IRIDIUM LLC
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM OPERATING LLC
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM CAPITAL CORPORATION
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM ROAMING LLC
By /s/
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Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM IP LLC
By /s/
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Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM FACILITIES CORPORATION
By /s/
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Name: F. Thomas Tuttle
Title: Secretary
Date: January 27, 1999
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press release dated January 25, 1999.
99.2 Certain Factors Which May Affect Forward Looking Statements: Incorporated by reference to Exhibit
99 to the Annual Report on Form 10-K of Iridium World Communications Ltd. ("IWCL") and Iridium LLC
for the fiscal year ended December 31, 1997.
99.3 Certain Factors Which May Affect Forward Looking Statements: Incorporated by reference to Exhibit
99.1 to the Quarterly Report on Form 10-Q of IWCL and Iridium LLC for the quarter ended September
30, 1998.